UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20082009
Commission File #0-6072
EMS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
   
Georgia 58-1035424
(State or other jurisdiction of
incorporation or organization)
 (IRS Employer ID Number)
   
660 Engineering Drive, Norcross, Georgia 30092
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: telephone number, including area code:(770) 263-9200
Securities registered pursuant to Section 12(b) of the Act:
   
Title of Class
 
Exchange on Which Registered
Common Stock, $.10 par value Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes o No þx
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes o No þx
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 þx 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 ofRegulation 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 if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K: 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):Act: Large accelerated filer  o  Accelerated filer  x
Non-accelerated filer  o   Smaller reporting company  o
Large accelerated filer oAccelerated filer þNon-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act): Yes o No þx
The aggregate market value of voting stock held by persons other than directors or executive officers as of June 28, 2008July 2, 2009 was $343$315 million, based on a closing price of $22.09$20.87 per share. The basis of this calculation does not constitute a determination by the registrant that all of its directors and executive officers are affiliates as defined in Rule 405.
As of March 10, 2009,26, 2010, the number of shares of the registrant’s common stock outstanding was 15,202,02415,248,681 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the Company’s definitive proxy statement for the 20092010 Annual Meeting of Shareholders of the registrant is incorporated herein by reference in Part III of this Annual Report onForm 10-K.
AVAILABLE INFORMATION
EMS Technologies, Inc. makes available free of charge, on or through its website atwww.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 Company’s website is not part of this report.
 
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EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009
TABLE OF CONTENTS

PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
SIGNATURES
EX-4.4
EX-4.5
EX-4.6
EX-4.7
EX-4.8
EX-4.9
EX-4.10
EX-10.4
EX-10.6
EX-10.7
EX-10.8
EX-10.17
EX-10.22
EX-10.23
EX-10.31
EX-14.1
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32
     
Item   Page
 
 Business 3
  Overview 3
  Competitive Strengths 4
  Our Markets and Products 6
  Acquisitions Completed in 2009 11
  Acquisitions Completed in 2008 12
  Sales and Marketing 13
  Research, Development and Intellectual Property 13
  Backlog 13
  Manufacturing 14
  Materials 14
  Competition 15
  Employees 15
  Regulatory Matters 15
  Executive Officers of the Registrant 17
     
 Risk Factors 18
     
 Unresolved Staff Comments 26
     
 Properties 26
 Legal Proceedings 26
 [Reserved] 27
 
 Market for Registrant’s Common Equity, Related Shareholder Matters and
Issuer Purchases of Equity Securities
 27
 Selected Financial Data 30
 Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
 Quantitative and Qualitative Disclosures About Market Risk 55
 Financial Statements and Supplementary Data 57
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 57
 Controls and Procedures 57
 Other Information 60
 
 Directors, Executive Officers, and Corporate Governance 60
 Executive Compensation 60
 Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
 61
 Certain Relationships and Related Transactions and Director Independence 61
 Principal Accountant Fees and Services 61
 
 Exhibits, Financial Statement Schedules 61
  Signatures 66
  Index to Consolidated Financial Statements 67
 EX-3.2
 EX-4.1
 EX-10.1
 EX-18
 EX-21.1
 EX-23.1
 EX-31.1
 EX-31.2
 EX-32.1
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FORWARD-LOOKING STATEMENTS
The discussions of the Company’s business in this Report, including under the caption “Business“ ”Management’s“Business”,“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, and in other public documents or statements that may from time to time incorporate or refer to these disclosures, contain various statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “plan,” “expect,” “believe,” “anticipate,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. Forward-looking statements include, but are not limited to:
1. statements about what the Company or management believes or expects,
1.statements about what the Company or management believes or expects,
 2. statements about anticipated technological developments or anticipated market response to or impact of current or future technological developments or product offerings,
3. statements about potential or anticipated benefits of recent acquisitions,
4. statements about trends in markets that are served or pursued by the Company,
3.statements about potential or anticipated benefits of recent acquisitions,
4.statements about trends in markets that are served or pursued by the Company,
 5. statements implying that the Company’s technology or products are well-suited for particular markets, and
6.statements about the Company’s plans for product developments or market initiatives.
6. statements about the Company’s plans for product developments or market initiatives.
These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. Actual results could differ materially from those suggested in any forward-looking statements as a result of a variety of factors, including those risks and uncertainties set forth under Risk Factors in Item 1A. You should not place undue reliance on these forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to these forward-looking statements to reflect events or circumstances that occur or arise or are anticipated to occur or arise after the date of this Report except as may be required by law.
PART I
Item 1. Business
Item 1. BusinessOverview
Overview
In this report, unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to the continuing operations of EMS Technologies, Inc. and its consolidated subsidiaries. Unless otherwise indicated, all financial and statistical information pertains solely to our continuing operations.
We are a leading innovator in the design, manufacture, and marketingprovider of wireless communicationsconnectivity solutions addressing the enterprise mobility,communications-on-the-move, tracking and in-flight connectivity markets for both commercial and government users. We focus on the needs of the mobile information user and the increasing demand for wireless broadband communications. Our products and services enable communications across a variety of coverage areas, ranging from global to regional to within a single facility.
We operate
During 2009, our business operated in three segments, eachCommunications & Tracking, LXE and Defense & Space (“D&S”). In early 2010, we realigned our business segments for strategic growth and replaced Communications & Tracking with two new segments, Aviation and Global Tracking (see the section “Our New Segment Structure as of which2010” below for additional information). Each of our segments is focused on a different application of wireless communications.technology. These segments share a common foundation in broadband and other advanced wireless technologies, which provides important technical and marketing synergies and contributes to our ability to continually develop and commercialize new products for use in a wide array of mobile communications. Our business provides product solutions and services that enable aviation in-cabin wireless and satellite-based connectivity, security, vehicle and maritime tracking, and military radar/space and
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communication-on-the-move applications. We also provide product solutions and support services for use in supply chain management networks satellite-based voicefor warehousing, distribution and data communicationsports, as well as new markets such as field services and defense and space applications for communications, surveillance, precision strike weapons, and electronic countermeasures.agriculture.

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We were foundedFounded in 1968 and have a strong history in wireless communications. Weas Electromagnetic Sciences, we initially concentrated on microwave components, products and technology and subsequently developed subsystems for one of the first electronically steerable antennas deployed in space. The expertise and technology we have developed during the past 4041 years in this original business remain directly applicable to a range of our current defense and commercial products, including products for satellite, ground and airborne communications, as well as radar, signal intelligence and electronic countermeasure systems.
In the early 1980’s, we developed a line of wireless mobile computers and local-area network products for use in materials-handling applications. These products enable our industrial customers to connect mobile employees to central data networks and take advantage of sophisticated enterprise software and automatic-identification technologies such as bar-code scanning and voice recognition.
Since
Beginning in the mid-1990’s and continuing through to present day, we have expanded into several new markets through the development or acquisition of additional product lines. We have established an industry-leading position in the market for high-speed, two-way satellite communications solutions for use on aircraft and other mobile platforms, and we develop and market product antennas and terminals and support services for use bysearch-and-rescue and emergency-managementemergency management organizations around the world.
Today, our wirelessconnectivity and satellite communicationstracking offerings serve the aeronautical, defense, maritime, commercial space and auto-identification/data capture markets making possible mobility, visibility and intelligence. For example, our Satellite Communications & Tracking segment supplies both high- and low-speed data communications equipment, which enable voice,e-mail, tracking, video conferencing and Internet capabilities on aircraft. Additionally,Our D&S segment provides data links, radar and Satcom systems to give the military real-time intelligence integrated across naval, ground and air platforms. Our Communications & Tracking segment also provides the capability to track, monitor and control remote assets, regardless of whether they are fixed, semi-fixed or mobile. More than 18 governments worldwide rely on this segment’s efforts in software and hardware for search and rescue applications are recognized as having helped save tens-of-thousands of lives around the globe.applications. Our LXE segment develops supply chain logistics solutions with itsour wireless network infrastructure and rugged mobile computers. Our Defense & Space (“D&S”) segment provides microwave solutions to the military for space and terrestrial platforms that enable net-centric communications, situational awareness, electronic countermeasures, and precision strike capabilities, as well as provides satellite beam forming systems that deliver powerful signals to homes, automobiles and aircraft for live television and digital satellite radio services.
Competitive Strengths
Technological Leadership
Since our founding in 1968, we have been an innovative leader in the development and commercialization of wireless communications technologies. Early in our history, we pioneered the use of ferrite materials for electronic beam forming, a practice that remains important in many sophisticated defense communications applications. Our more recent innovations include the following products, which we believe were the first in their respective markets: airborne terminals and antennas for high-speed, two-way data transmission via satellite for the communication of voice and data in the military, business and air transportation markets; airborne computer and networking systems; antenna systems allowing commercial airlines to provide satellite television to passengers, and satellite anti-jam systems to protect commercial communication satellites from jamming and transponder hijackings.
Commitment to Research and Development
We continually devote significant resources to research and development that enhances and maintains our technological advantages, and enables us to overcome the substantial technical barriers that are often encountered in the commercialization of sophisticated wireless communications hardware.equipment. Over the past three years, we have invested an aggregate of $54$58 million in company-sponsored research and development. In addition, our work under government and commercial contracts for new wireless communications hardwareequipment often leads to innovations that benefit us on future contracts and product development efforts. Approximately 30%25% of our employees hold engineering degrees, and our engineers actively participate in professional and
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industry technical conferences and working groups. As of December 31, 2008,2009, our personnel have been awarded, and have assigned to us, 5262 currently active U.S. patents and 2628 foreign patents. In addition, as of December 31, 2008,2009, we had pending applications for

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approximately 1318 U.S. and 2118 foreign patents covering various technology improvements and other current or potential products.
Technological Synergies
Although we conduct our businesses through separately managed segments, we have established a variety of processes that facilitate technical exchanges and cooperation among them. Our shared knowledge base and core expertise in wireless technologies create synergies among our various businesses. ThisWe believe this provides us advantages in research and development, manufacturing, and sales and marketing, and better positions us as an important supplier of wireless technologyconnectivity and equipmenttracking systems and services to commercial, defensea diverse base of military and governmentcommercial customers. An example is LXE’sthe technical collaboration with antenna experts fromof engineering teams within our other two segmentsAviation business to bring to market a new in-flight connectivity service that resulted inuses the development of one of the industry’s first commercially-available mobile forklift-mounted RFID readers.Iridium network to reliably providee-mail access to any WiFi-enabled smartphone or PDA.
Strong Customer Relationships
During our 4041 years of operation, we have developed cooperative and ongoingon-going relationships with important commercial and government customers. We build and strengthen these relationships by anticipating and recognizing our customers’ needs, by working with them to understand how we should focus our internal innovation efforts, and by providing customers with technologically advanced and cost-effective solutions coupled with excellent customer service. We continue to receive important orders and contracts from companies that have been our customers or industrial partners for many years. Within the Communications & Tracking segment, those firms include Airbus, Rockwell Collins, Honeywell, Panasonic Avionics and Aircell.
We are particularly proud of the recognitions that we have received from our customers, such as 100% supplier-quality ratings from the Harris Government Communications Division and Lockheed Martin Aeronautics, theindustry recognition, including a Silver Supplier Award from Northrop Grumman Space Systems and nine successive 100% award feesseven MobileStar Awards given to our LXE segment for customer service excellence, voted on the B-2 EHF Satellite Communications system contract from Northrop Grumman.by industry decision makers. The LXE segment also has been awarded “Best Channel Vendor” byBusiness Solutionsmagazine.
Diverse Global Customer Base
We offer multiple wireless product lines to a diverse customer base through facilities in 13 countries. None of our customers were responsible forSales to no individual customer exceeded more than 10% of our annual net sales during any of the years ended December 31, 2008 2007 or 2006.2007. Sales to one of our customers during the year ended December 31, 2009 exceeded 10% of our annual net sales, with sales of $37.9 million, mainly due to a significant order received by our D&S segment that is not expected to reoccur. Sales to various customers for U.S. government end use accounted for 40.8%29.7% of our net sales in 2009, 26.3% of our net sales in 2008 and 24.6% of our net sales in 2007for 2007. Additionally, 29.8%, 39.6% and 21.3%38.8% of our net sales for 2006. Additionally, 39.6%, 38.8%2009, 2008 and 31.6% of our net sales for 2008, 2007, and 2006, respectively, were derived from sales to customers outside the U.S. We believe our geographically diverse customer base and broad range of products provide us ample opportunity to grow our business and help mitigate the effects of a downturn in any one of our markets.
Strong Manufacturing Capabilities
For some
We manufacture certain of our products particularlyin our defense applications, we have developed our own highly specialized domestic manufacturing capabilities. Forfacilities, and for others, we source components from foreign and domestic suppliers, and primarily perform final assembly and test functions. For our defense applications, we have developed our own highly specialized domestic manufacturing capabilities. Through our continuous efforts to improve our manufacturing and sourcing processes, we have dramatically reduced the time required for us to ship products in several of the commercial markets in which a short delivery cycle for custom-manufactured products is an important competitive factor. We have also achieved major reductions in rework on highly engineered space and defense products. These efforts have enhanced our ability to compete for new business and improved our profitability.
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Our Markets and Products
Our business is the design, manufacture and sale of advanced wireless communications products. We participate in selected markets within the broad wireless communications industry that typically require a high level of technical expertise, innovative product development and, in many cases, specialized manufacturing capabilities. Although our businesses share a common heritage and focus on wireless communications, they address a variety of markets with different technical and manufacturing requirements, distribution channels, customers and purchasing processes.

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Accordingly, through 2009, we arewere organized into three separately managed reporting segments, as follows:
              
Segment Primary Operations Percentage of Net Sales 
                  2009   2008   2007 
 Percentage of Net Sales       
Segment Primary Operations 2008 2007 2006
Communications &
Tracking
 Satellite communications antennas, terminals and networking equipment for aircraft, rugged data storage, data recording/replay, end-to-end tracking and mapping equipment and services, and ground-based vehicles and satellite ground stations for search and rescue operations (majority commercial)  44.2   33.6   31.3 
LXE Rugged mobile terminals and related equipment for wireless data collection (predominantly commercial)  30.4   43.5   48.2 
Defense & Space Engineered hardware for satellites, defense and electronics applications (primarily defense)  22.9   20.5   20.1  Engineered hardware for satellites, defense and electronics applications (primarily defense)  25.4   22.9   20.5 
                            
LXE Rugged mobile terminals and related equipment for wireless data collection (predominantly commercial)  43.5   48.2   52.8 
              
Satellite Communications Satellite communications antennas, terminals and networking equipment for aircraft, and ground-based vehicles and satellite ground stations for search and rescue operations (majority commercial)  33.6   31.3   27.1 
DefenseCommunications & SpaceTracking
The DefenseCommunications & Space (“D&S”)Tracking segment principally develops advanced microwave-based hardwarewas previously reported as the Satellite Communications segment. The Communications & Tracking segment includes our SATCOM business, and the Sky Connect business acquired in August 2008, and the Formation and Satamatics businesses that were acquired in January and February 2009, respectively. In early 2010, we realigned our business segments for use on satellitesstrategic growth and in other defense electronics applications. Itsreplaced Communications & Tracking with two new segments, Aviation and Global Tracking. A summary of the products are also used in a number of commercial and civil ventures, including high-capacity communications satellites, direct broadcast radio systems,services offered by this segment, their key benefits and systems for bringing satellite television signals to homes, automobiles and to the seat backs of commercial airliners. D&S products are sold primarily to space and defense prime contractors or commercial communications systems integrators rather than to end-users, and are deployed on space, airborne, naval and terrestrial platforms. D&S also performs research and development services directly for the U.S. Department of Defense.
Defense markets are vital to D&S. Secure communications,features, as well as intelligencethe markets and surveillance systems,customers that it serves are being newly developed or significantly upgradedsummarized by the new Aviation and Global Tracking businesses as partfollows:
                   
New Segment  Primary Operations  Percentage of Net Sales 
       2009    2008    2007 
                   
                   
Aviation  Connectivity and in-cabin infrastructure equipment for a broad range of commercial and military aircraft, including satellite communications antennas, terminals and networking equipment, rugged data storage and data recording/replay   34.5    27.7    24.6 
Global Tracking  End-to-end tracking and mapping equipment and services for security, land tracking, and maritime markets, as well as, satellite ground stations for search and rescue operations   9.7    5.9    6.7 
                   
Aviation
The Aviation segment includes SATCOM’s aeronautical business, and the Sky Connect and Formation businesses, which were acquired in August 2008 and January 2009, respectively. Aviation designs and develops satellite-based communications solutions through a broad array of terminals and antennas for the aeronautical market. The segment also builds in-cabin connection devices and computers to process data on board aircraft, including rugged data storage, airborne connectivity,air-to-ground connectivity, and data recording and replay equipment.
Aviation’s products enable customers in aircraft and other mobile platforms to communicate over satellite networks at a variety of data speeds. Most of its growth and major product expansions in these markets have occurred since 2004. Its equipment is used to safeguard and monitor cargo, personnel and fleet assets in some of the U.S. Departmentharshest environments of Defense initiatives to transform military communications and to achieve “information dominance” over adversaries. European defense ministries are also pursuing significant new and upgraded systems, particularly for satellite communications. D&S provides defense customers with critical subsystems and components for terrestrial, airborne and space-based communication,the world and for radaremergency management services.
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The demand for mobile communications has driven the rise of aero-connectivity system use on business and electronic warfarecommercial jets around the world. EMS continues to lead the industry as a key supplier of Inmarsat Swift64 and SwiftBroadband products that support airborne communications at DSL speeds, as well as Iridium-based messaging and tracking for airplanes and helicopters. Aviation’s high-speed data terminals, antennas and networking products are designed for use in the aeronautical market. We believe that we are the top supplier of Swift64 high-speed data communications equipment, garnering more than an estimated 75% of the high-speed data Satcom market for military aircraft. Aviation’s eNfusion Broadbandtm line of aeronautical products enable voice,e-mail, videoconferencing and internet capabilities on a broad variety of aircraft. Aviation directly sells equipment and technology under the Forté, eNfusion and Fleet brand names, and also sells indirectly as a supplier to leading airframe and avionics manufacturers and other aviation players. Aviation customers include Fortune 100 companies and the U.S. Government’s VIP Fleet, as well as the United States’ leading airborne emergency medical service transport, air taxi, airborne firefighting and offshore oil transport companies.
In the air transport market, Aviation delivers its equipment and technology through partners such as Panasonic Avionics, Aircell, OnAir, Aeromobile Row44, and LiveTV. Aviation’s equipment and technology enables in-flight connectivity on more than 40 airlines, including Lufthansa, Delta Air Lines, Airtran, Continental, Emirates, Air France, Ryanair, and TAP, to name a few. In the aviation market, Aviation’s terminals, antennas and networking equipment provide a globally capable solution for a broad variety of aircraft. One variant provides office-like communications capabilities to the cabin while providing critical safety communications capabilities to the cockpit. Aviation’s CNX® Cabin Gateway family of networking products is widely used for airborne networking equipment, and variations of this product line offer compression and acceleration of data, which significantly reduces the user’s airtime costs. Aviation’s antennas are mounted on the fuselage or on the tail to accommodate a variety of aircraft, including the Bombardier Global Express, Dassault Falcon 7X, Gulfstream G550, and Airbus A320. More than 1,300 of Aviation’s antennas have been installed on more than 35 different types of aircraft. Aviation also sells an antenna specifically for military use. This antenna is mounted in the forward hatch of a C-130 military cargo aircraft and, when connected to the transceiver, provides instant communications that can be rolled on and off the aircraft.
Aviation markets and sells most of its hardware through distributor channels. Third-party distributors sell directly to end — users, such as the aircraft manufacturers. One of Aviation’s most significant distribution
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channels relates to technology components or avionics terminal systems sold through leading airframe and supports advanced surveillance, electronic counter-measureavionics manufacturers, including Boeing, Airbus, Honeywell, Rockwell Collins, and secure communications capabilities. Our D&S facilities meet requirements for performing on classified, including special access, military programs, and over 270 of our personnel hold Department of Defense security clearances.Thales.
       
Products/Services Key Features/Benefits Selected Applications ProgramsCustomers
Aeronautical AntennasMechanically and electronically-steered antennas for two-way communications connected to an aircraft’s Satcom, steerable antenna systems for live television from broadcast satellitesCorporate aircraft, government and military aircraft, commercial airlinesGulfstream, Bombardier, Honeywell, Dassault, Thales, L3 Communications, Boeing, Panasonic Avionics
Aeronautical TrackingLightweight, autonomous tracking terminals provide GPS-based location and status reporting from anywhere on or in-flight over the globe.Off-shore Oil, Air Medical Transport, Fire Patrol and Suppression, Paramilitary Drug Interdiction, Pipeline PatrolBristow, Air Methods, Chevron, U.S. Forest Service, U.S. State Department, Military
Aeronautical
Telephony and E-mail
Services
Narrowband telephony provides in-flight voice and e-mail access to cabin telephones and cockpit interface devicesCorporate aircraft, Commercial airlines, helicopters, general aviationEl Al, Qantas, Pfizer, ALCOA, Merrill Lynch, Omniflight
Aeronautical
Terminals
Provide aircraft operators with two-way high-speed data (broadband) capabilityCorporate aircraft, government and military aircraft, commercial airlinesCorporate aircraft modification centers, U.S. Department of Defense, Northrop Grumman, L3 Communications, Boeing, Rockwell Collins, Honeywell, Thales
Avionics Data
Networking Products
Data servers, routers, switches, and storage devices to manage Internet, entertainment and operational data aboard aircraftCorporate aircraft, government and military aircraft, commercial airlinesAirbus, Boeing, Rockwell Collins, AirCell, Row44, Northrop Grumman, L3
       
Space Hardware Systems Microwave subsystems capable of high-frequency, low noise, high-power and fast switching, facilitating jam-resistant, secure mobile communications and surveillanceHigh-rate commercial and secure military communicationsWideband Global SATCOM
(WGS), Advanced EHF
(AEHF),
Transformational
Satellite (TSAT),
National Security
Programs, W2A, Skynet 5
Global Tracking
Global Tracking includes the asset tracking and emergency management operations of our SATCOM business, and the Satamatics business which was acquired in February 2009. Global Tracking provides the capability to track, monitor and control remote assets, regardless of whether they are fixed, semi-fixed or mobile. One of only two IsatM2M providers in the world and backed by a dedicated global network, the Global Tracking segment has in excess of 150,000 terminals delivered to date. Its equipment is used to safeguard and monitor cargo, personnel and fleet assets in some of the harshest environments of the world. Additionally, SATCOM is the leading provider of ground segment equipment for the Cospas-Sarsat search and rescue system and incident management software for rescue coordination worldwide with more than 75% market share. Global Tracking revenues are derived from both product sales and recurring airtime and support services. In 2009, more than half of this segment’s revenue came from the services side of the business.
Tracking terminals are sold in three vertical markets — security, land tracking and maritime. The segment also offersend-to-end solutions in the various markets with the inclusion of its applications, systems integration, including tracking and mapping,multi-network communication gateways and communication devices. These products and services are sold to military for Blue Force Tracking systems used by NATO, and in the transport trucking market predominantly in the Americas, Africa and the Middle East. It provides critical logistics support to coalition forces in Afghanistan and Iraq.
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Global Tracking markets and sells most of its equipment and services through its value-added-reseller network, and directly markets its emergency management products to end-user organizations in governments worldwide.
   
Earth observation/Environmental
sensing
COSMO, SARLUPE,
National Polar-
Orbiting Environmental
Satellite Systems
(NPOESS)
Direct broadcast television (incl. HDTV)DirecTV, Globalstar 2,
Yahsat
Direct broadcast radioSIRIUS-XM
Communications-On-The Move RF Front End SystemsSmall, low profile, low radar signature (stealth), high performance, and agile beam antenna, RF electronics, and positioning systemsAirborne commercial Ku broadband and TV receive product for in-flight entertainmentJetBlue, Frontier,
WestJet, Virgin Blue
Airlines, Panasonic
eXconnect
Military tactical communications (airborne, ship, ground mobile, and soldier)F-22 Intra-Flight Data
Link, High Altitude
Long Endurance (HALE)
Datalink, Hawklink
MH-60 Datalink, WIN-T
Army Mobile

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Products/Services Key Features/Benefits Selected Applications ProgramsCustomers
Very Low Data Rate:
 
SAT202Fourth-generation IsatM2M terminal, smaller, lighter, engineered in-house

Near global operation
Tracking, M2M communications, fleet management, rapid alerting, ship ID and positionMaritime commercial and private trucking fleets, tuna fishing fleets, logistics security
“Osprey” Personnel
Tracking Terminal
Cost effective messaging for small data payloadsLone worker, Corporate Duty of Care, Personnel SecurityNGO’s, Private Security Firms, Risk Management, Government, Military
Low Data Rate:
Satellite Packet Data
Terminals
Iridium, Skyterra, and Inmarsat-based, two-way messaging, micro telemetry, geo fencing, security/panic alarm,

Both regional and global services available
Transportation, Public Safety, Workforce Automation, Oil and Gas Remote Monitoring and Control, Force TrackingNGOs, Long-Haul Trucking Companies, NATO, EU, U.S. Department of Defense
Emergency
Management Products
Hardware and software for search and rescue (SAR) systemsRescue and Mission Control CentersOver 18 Governments Worldwide
Services and Support24/7 global operations in 5 countries, lifecycle support maintenance, in-field subject-matter consulting expertise, network and airtime services      
      DataLinks, Navy Airborne Data Links.
    
Military SATCOM communications (airborne, ground mobile, and soldier)B2 Satellite
Communiucations
Radar and Electronic Warfare Microwave SystemsLow loss, high power ferrite components and electronic systems, and front end panelsDefense electronic surveillance and countermeasureEW — F-16, AQL-211 Radar — Phalanx, JSTARS
Smart WeaponsSmall, flat, conformal millimeter wave radar antenna systems that allow for co-boresighting of laser and EO/IR for tri-mode missile seekersPrecision strike
air-to-ground
missiles
Joint Air to Ground Missile (JAGM), Small Diameter Bomb II
LXE
The LXE segment designs, manufactures and installs rugged mobile computers for use with wireless local area networks (“WLANs”). These systems enable a customer to collect data and transact supply-chain execution events in real-time, which is critical to the speed and efficiency that sophisticated businesses are seeking in their materials-handling operations. LXE’s products are designed to operate in harsh environments and in settings with difficult radio-connectivity characteristics. They are used primarily in logistics applications such as distribution centers and container port operations, markets that LXE products first addressed in the early 1980’s. By providing network connectivity for mobile users, LXE’s products increase the accuracy, timeliness and convenience of data collection and information access. The increased use of improved computing and advanced automatic-identification technologies (such as voice recognition and RFID) and the widespread adoption of the 802.11 WLAN (“WiFi”) standards are creating new demand and applications in established industrial markets, as well as in other vertical markets, such as transportation and service applications.
LXE’s rugged terminals and WLANswireless wide-area networks (“WWAN”) have been installed at more than 7,500 sites worldwide, including the facilities of many Fortune 500 companies and some of the world’s largest materials-handling installations. In 2009, 2008 and 2007, approximately 51%, 56% and 2006, approximately 56%, 55% and 50% of LXE’s net sales were generated outside the U.S., respectively.
A typical LXE system consists of mobile terminals that incorporate WLAN wireless wide-area network (“WWAN”) radios, and automatic-identification capabilities, network access points that provide a radio link to the wired network and associated host computers, and software that manages and facilitates the communications process. LXE’s systems generally incorporate barcode scanning or other automatic-identification capabilities, and are primarily based on the 802.11 open system standards. Uses of these systems include employment of real-time data communications in directing and tracking inventory movement in a large warehouse, manufacturing facility, or container yard.
In 2009, LXE began placing greater emphasis on markets outside these core warehousing, manufacturing and intermodal markets. The introduction of the ultra-rugged MX9 handheld computer, which supports WWAN in a terrestrial cellular network, and the addition of WWAN support in the VX8 and VX9 vehicle-mount computers, are the first steps to migrate the product line in this direction. These products allow LXE to sell into a wider range of potential markets including field service, transportation, forestry, agriculture, mining, utilities and public safety. LXE also began shipping a custom version of the MX9 to Itron, the leading worldwide provider of utility meters and the systems used to read them, for use in their meter reading applications. This gives LXE a significant position in the tough outdoor data collection application. LXE products normally are used in conjunction with IT infrastructure products provided by others, such as host computer systems and inventory-management or other applications software.
LXE generally designs and manufactures the mobile computers it sells for use in wireless systems. In addition, LXE sells certain handheld models that it jointly designed with original equipment manufacturers. LXE’s computers are intended togrouped into three product families: handheld units, hands-free units that can be either handheldworn on the
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wrist or hip and operated using a keypad or voice and units that are mounted on a forklift, truck or other vehicle, andvehicle. LXE has also developed “hybrid” units, which easily detach from vehicle-mounting hardware to operate as a handheld device. All are ruggedized to withstand harsh conditions in warehouses, port facilities and port facilities. LXE has also recently introduced a range of rugged mobile terminals that can be worn by the operator, either on the wrist, or belt-mounted.outdoor environments. The latest generation of mobile computers has significantly more computing power than previous models, supports the WindowsÒ® and Windows CEÒ® operating systems, and offers improved power-management features and superior ergonomics. Radio access points and other infrastructure products are generally acquired from third parties for resale and installation by LXE. With the acquisition of Akerstroms Trux AB, LXE has expanded its product offerings to include mobile computers for warehouse and production environments that support the Windows XPÒ® operating systems.
Over the past several years, LXE has made a substantial commitment to the use of alternative auto-identification technologies, including imaging, voice recognition, and mobile RFID, in the execution of distribution tasks. Innovations include implementation of voice-directed applications on LXE’s entire Windows CE product line

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through the use of sophisticated audio controls and noise reduction techniques, development of a standards-based wearable computer to enable hands-free picking and other warehousing functions, and integration of Bluetooth® technology in demanding industrial environments.
In conjunction with several supply chain execution software partners, LXE has also developed concepts for the concurrent use of these technologies, which have the potential to make warehouse activities much more efficient. LXE has been recognized by leading industry analysts for its thought leadership in distribution operations.
Hardware
Equipment is marketed bothdirectly to end-users and tothrough distributors, and integrators (such as value-added resellers who provide inventory management software) that incorporate it with their products and services for sale and delivery to end-users.end users.
       
Products/Services Key Features/Benefits Selected Applications Customers
Handheld Terminals
Hand-Held Terminals Small, lightweight and rugged, providing true mobility Warehousing, Logistics
   
Vehicle-Mounted Terminals Heavier-duty design for use on forklifts, cranes, and other material handling vehicles   Consumer product manufacturers,
Third-party logistics providers, Retailers,
Wearable Terminals Very small and lightweight with ergonomic schemes for mounting on operators Warehouse order picking Third-party
logistics
providers, Retailers,
Container port
operators
Wireless Networks Communications link between mobile computers and local network, primarily based on 802.11 standard    
  
Host connectivity software; accessory products; maintenance services Industry-standard connectivity to various host computers; enhanced system functionality; extended service on either a contract or pay-as-you-go basis    
Satellite CommunicationsDefense & Space
The Satellite Communications reporting segment includes the previously reported SATCOM segment, and the newly acquired Sky Connect business which was acquired in August 2008. Satellite Communications designs and
D&S principally develops satellite-based communications, tracking, and messaging solutions through a broad array of terminals and antennas for the aeronautical, ground-mobile, and emergency management markets. Satellite Communications’ products enable customers in aircraft and other mobile platforms, such as military command vehicles, service vehicles and transport trucks, to communicate over satellite networks at a variety of data speeds. Most of Satellite Communications’ growth and major product expansions have occurred since 2004.
The demand for mobile communications has driven the rise of satellite communications system use on business and commercial jets around the world. EMS continues to lead the industry as a key supplier of Inmarsat Swift64 and SwiftBroadband products that support airborne communications at DSL speeds. Satellite Communications’ high-speed data terminals, antennas and networking products are designed for use in the aeronautical market. We believe that we are the top supplier of Swift64 high-speed data communications equipment, garnering more than an estimated 75% of the high-speed data satcom market for military aircraft. Satellite Communications’ eNfusion Broadband™ line of aeronautical products enable voice, e-mail, videoconferencing and Internet capabilities on a broad variety of aircraft. Satellite Communications directly sells equipment and technology under the SATCOM brand name and also sells indirectly as a supplier to the three major avionics manufacturers. Satellite Communications’ customers include Fortune 100 companies and the U.S. Government’s VIP Fleet.
In the air transport market, Satellite Communications delivers its equipment and technology through partners to airlines such as Air France, Ryanair, and TAP. Satellite Communications’ terminals, antennas and networking equipment provide a globally capable solutionadvanced microwave-based RF systems for a broad varietyrange of aircraft. One variantmilitary and defense electronics applications. D&S provides office-likemilitary and defense customers with critical RF systems and subsystems for terrestrial, airborne and space-based communication; radar and electronic warfare systems; and advanced surveillance, electronic counter-measure and secure communications capabilitiescapabilities.
D&S products are also used in a number of commercial and civil ventures. D&S products are sold primarily to space and defense prime contractors or commercial communications systems integrators rather than to end-users, and are deployed on airborne, naval, terrestrial and space platforms.
Defense markets are vital to D&S. Secure communications as well as intelligence and surveillance systems are being developed or significantly upgraded as a part of the cabin while providing critical safety communications capabilitiesU.S. Department of Defense’s initiatives to the cockpit. Satellite Communications’ CNX® Cabin Gateway family
10 of networking products is widely used for airborne networking equipment, and variations of this product line offer compression and acceleration of data, enabling users to get more for less. Satellite Communications’ antennas are mounted on the fuselage or on the tail to accommodate105

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a varietytransform military communications and to achieve “information dominance” over adversaries. D&S also performs research and development services directly for the U.S. Department of aircraft,Defense. Our D&S facilities meet requirements for performing on classified military programs, including the Global Express, Dassault 7X, G-550,special access, military programs, and A320. More than 1,300over 250 of Satellite Communications’ antennas have been installed in more than 35 different typesour personnel hold Department of aircraft. Satellite Communications also sells an antenna specifically for military use. This antenna is mounted in the forward hatch of a C-130 aircraft and, when connected to the transceiver, provides instant communications that can be rolled on and off the aircraft.Defense security clearances.
Satellite Communications pursues opportunities to meet satellite-based communications needs of ground-based vehicles. Its family of products includes the PDT or packet data terminal, which is used for messaging, telemetry and tracking applications. Satellite Communications has been successful in supplying these terminals and the associated data services to military customers for Blue Force Tracking systems used by NATO, and in the transport trucking market in North America. Satellite Communications is also the leading worldwide supplier of search and rescue ground terminals and emergency-management software for use with the Cospas-Sarsat satellite constellation.
Satellite Communications markets and sells most of its hardware through distributor channels. Third-party distributors sell directly to end—users, such as the aircraft manufacturers. One of Satellite Communications’ most significant distribution channels relates to technology components or avionics terminal systems sold through the three major avionics OEMs; Honeywell, Rockwell Collins, and Thales. Satellite Communications directly markets its emergency-management products to end-user organizations in governments worldwide.
       
Products/Services Key Features/Benefits Selected Applications CustomersPrograms
Communications-
On-The-Move
Data Link and
Satcom Antenna
Systems
Low weight, low profile, low radar signature (stealth), high performance and agile beam antennas, RF electronics, and positioning systemsMilitary tactical communications (airborne, ship, ground mobile, and soldier)F-22 Intra-Flight Data Link, High Altitude Long Endurance (HALE) Datalink, Hawklink MH-60 Datalink, WIN-T Army Mobile DataLinks, Navy Airborne Data Links, Panasonic.
 
Aeronautical Antennas MechanicallyMilitary and electronically-steered antennas for two-waycommercial SATCOM communications connected to an aircraft’s satcom, steerable(airborne, ground mobile, and soldier)Manpack Portable GBS Suite
Radar Microwave
Systems
Low loss, high power ferrite components and electronic systems, and RF front end RADAR panels and conformal millimeter wave radar antenna systems that allow for live television from broadcast satellitesco-boresighting of laser and EO/IR for tri-mode missile seekers Corporate aircraft, governmentDefense electronic surveillance and military aircraft, commercial airlinescountermeasure and Precision strike air-to-ground missiles Gulfstream,EW - F-16, AQL-211 Radar - Phalanx, JSTARS, TPQ-37 and Joint Air to Ground Missile (JAGM), Small Diameter Bomb II
Space Hardware
Bombardier,
Honeywell,
Dassault, Thales,
L3 Communications,
BoeingSystems
Microwave subsystems capable of high-frequency, low noise, high-power and fast switching, facilitating jam-resistant, secure mobile communicationsHigh-rate commercial and secure military communicationsWideband Global SATCOM (WGS), Advanced EHF (AEHF), National Security Programs, W2A, Skynet 5, Hylas 2, Yahsat
       
Aeronautical TerminalsProvide aircraft operators with two-way high-speed data (broadband) capabilityCorporate aircraft, government and military aircraft, commercial airlinesCorporate aircraft modification centers, U.S. Department of Defense, Northrup-Grumman, L3 Communications, Boeing, Rockwell-Collins, Honeywell, Thales
   
Satellite Packet Data
Terminals
Two-way messaging and location information in North America, Mexico Central America, and AfghanistanTransportation, Public Safety, Workforce Automation, Oil and Gas Remote Monitoring and Control, Force TrackingLong-Haul Trucking Companies, @Road, NATO
Emergency Management
Products
Hardware and software features for search and rescue (SAR) systemsRescue and Mission Control CentersOver 18 Governments Worldwide
Additional information regarding our revenues, earnings and total assets for each of our reportable operating segments, and the revenues and assets for each major geographic area for 2009, 2008 2007 and 20062007, is included in Note 115 of our consolidated financial statements included immediately following the signature page to this Annual Report onForm 10-K.
Acquisitions Completed in 2009
Formation
We acquired Formation, Inc. (“Formation”) of Moorestown, NJ on January 9, 2009. Formation has approximately 110 employees and designs and manufactures equipment and software products and provides related engineering services for the defense, aviation, data communications and transportation industries. Its products include rugged hard disks, advanced integrated recorders, avionics-class servers, and rugged wired and wireless networks. Formation’s fastest-growing products are its rugged servers and cabin Wireless Access Points (“WAP’s”), which enable aircraft broadband systems to extend connectivity to laptops and personal digital assistants (“PDA’s”). Formation’s equipment supports in-flight communications regardless of whether the connectivity is through terrestrial or satellite-based networks. Formation is an approved direct supplier to Airbus and also is a major supplier to Rockwell Collins, Aircell and Panasonic. Formation and other EMS businesses have common supplier relationships and complementary customer bases in the avionics, defense and transportation markets.
Acquiring Formation signalled our continued investment in its aero-connectivity strategy to become a more comprehensive solutions provider. Our goal is to meet the growing demand for aeronautical communications from airlines and business aircraft owners, as well as governments. With Formation, we cover the spectrum of air-connectivity solutions, delivering the platforms and systems that airlines can use across multiple satellite platforms. Since its acquisition, Formation’s financial results have been included in our Communications & Tracking segment. In 2010, its financial results will be included in our newly formed Aviation segment.
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Satamatics
Satamatics Global Limited (“Satamatics”) was acquired on February 13, 2009. Satamatics has approximately 50 employees and is a global telematics company, providing customized,end-to-end tracking and monitoring solutions that will work anywhere in the world. Operating with Inmarsat’s IsatM2M satellite service, Satamatics enables land transport, security, maritime and oil and gas organizations to locate, track and communicate with mobile assets, to safeguard fleets, cargo and personnel, and to monitor fixed assets in the world’s most hostile and remote areas. Founded in 2001, Satamatics has an extensive worldwide distribution network of value-added resellers, but also supplies direct to end users complete tracking and monitoring solutions (equipment, airtime and mapping) for land transport, oil and gas, and maritime industries.
The Satamatics acquisition complements our existing Iridium- and Inmarsat-based tracking solutions. Acquiring Satamatics extended our satellite capabilities into the growing M2M market using low-cost satellite data terminals, and further strengthened EMS as a market leader in satellite-based applications for tracking people and assets worldwide. We anticipate significant synergies with our current satellite-based helicopter and military-vehicle tracking businesses. In particular, we expect promising growth for security and logistics applications in the road transport market, particularly in South America, Africa and the Middle East. Since its acquisition, Satamatics’ financial results have been included in our Communications & Tracking segment. In 2010, its financial results will be included in our newly formed Global Tracking segment.
With these acquisitions, we believe we have the capabilities to adapt products and technologies from one aero-connectivity application to another, enabling us to get to market faster and more profitably than companies entering the market today.
Acquisitions Completed in 2008
Akerstroms Trux
The Company
We acquired Akerstroms Trux AB (“Trux”) of Bjorbo, Sweden onin February 8, 2008. At that time, Trux had approximately 20 employees. Trux was an international company with focus on development, sales and marketing of robust and reliable vehicle-mount computing solutions for warehousing and production environments in the Nordic region. The acquisition of Trux brings to the Companybrought us a new, market-ready Windows XP-based product line targeted at customers running advanced wireless applications in demanding warehousing and

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production environments. Since its acquisition, Trux’s product line, manufacturing process, and its employees and financial results have been integrated into the Company’sour LXE operating segment.
Sky Connect
The Company
We acquired Sky Connect, LLC (“Sky Connect”) of Takoma Park, MD onin August 15, 2008, and its operating results after that date are included in the Company’s Satellite Communications segment.2008. Sky Connect has approximately 20 employees and offers a range of satellite-based tracking, text messaging, and telephone systems for airborne, ground-based, and marine applications in both the commercial and government markets. Sky Connect provides automated flight tracking with true worldwide coverage. Aircraft phone systems support headset interfaces plus corded or cordless handsets. Sky Connect uses the Iridium satellite network for complete earth coverage and mission effectiveness.
Sky Connect’s innovative and flexible offering provides 100 percent global coverage on the Iridium satellite network and continues to lead the industry in the development of integratedMachine-to-Machine (“M2M”) and voice applications. Iridium is increasingly the platform of choice for tracking of aviation, marine and land-mobile assets on the move, with over 50,000 M2M data units deployed.
Acquiring Sky Connect complements the Company’scomplemented our aero-connectivity strategy by adding Iridium hardware and a services business targeting the growing general aviation market. In addition, Sky Connect’s efforts with Qantas, Air New Zealand and El Al parallelparalleled our similar expansion into the air transport market. We also anticipate synergies withSince its acquisition, Sky Connect’s financial results have been included in our emerging Blue-Force-Tracking programs.
Acquisitions Completed in 2009
During 2008, the Company negotiated two additional acquisitions that have closed during 2009. These new businesses had no effect on 2008Communications & Tracking segment. In 2010, its financial results but will be reflectedincluded in the Company’s resultsour newly formed Aviation segment.
12 of operations from their respective dates of acquisition.105
Formation
The Company acquired Formation, Inc. (“Formation”) of Moorestown, NJ on January 9, 2009. Formation has approximately 110 employees and designs and manufactures hardware and software products and provides related engineering services for the defense, aviation, data communications and transportation industries. Its products include rugged hard disks, advanced integrated recorders, avionics-class servers, and rugged wired and wireless networks. Formation’s fastest-growing products are its rugged servers and cabin Wireless Access Points (“WAP’s”), which enable aircraft broadband systems to extend connectivity to laptops and personal digital assistants (“PDA’s”). Formation’s hardware supports in-flight communications regardless of whether the connectivity is through terrestrial or satellite-based networks. Formation is an approved direct supplier to Airbus and also is a major supplier to Rockwell Collins, Aircell and Panasonic. Formation and EMS have common supplier relationships and complementary customer bases in the avionics, defense and transportation markets.
Acquiring Formation signals the Company’s continued investment in its aero-connectivity strategy to become a more comprehensive solutions provider. Our goal is to meet the growing demand for aeronautical communications from airlines and business aircraft owners, as well as governments. With Formation, the Company covers the spectrum of air-connectivity solutions, delivering the platforms and systems airlines want across multiple satellite platforms.
Satamatics
Satamatics Global Limited (“Satamatics”) was acquired on February 13, 2009. Satamatics has approximately 50 employees and is a global telematics company, which provides customized, end-to-end tracking and monitoring solutions that will work anywhere in the world. Satamatics enables land transport, security, maritime and oil and gas organizations to locate, track and communicate with mobile assets, safeguard their fleets, cargo and personnel, and monitor their fixed and mobile assets in the most hostile or remote terrains in the world. Operating with Inmarsat’s IsatM2M satellite service, Satamatics enables organizations to locate, track and communicate with mobile assets,

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safeguard fleets, cargo
Sales and personnel,Marketing
Communications & Tracking markets its products and monitor fixed assets in the world’s most hostileservices to a variety of customers including major airframe manufacturers, avionics original equipment manufacturers (“OEM”), aircraft operators and remote areas. Founded in 2001, Satamatics has an extensive worldwide distributionowners. It provides products and solutions through key integrators, a network of completion centers that install aeronautical products and value-added resellers.
LXE markets its products and services through distributors, integrators (such as value-added resellers but also supplies directwho provide inventory management software) that incorporate it with their products and services for sale and delivery to end users complete tracking and monitoring solutions (hardware, airtime and mapping) for land transport, oil and gas, and maritime industries.
The acquisition complements the Company’s existing Iridium- and Inmarsat-based tracking solutions. Acquiring Satamatics extends the Company’s satellite capabilities into the growing M2M market using low- cost satellite data terminals, and further strengthens EMS as a market leader in satellite-based applications for tracking people and assets worldwide. We anticipate significant synergies with the Company’s current satellite-based helicopter and military-vehicle tracking businesses. In particular, we expect promising growth for security and logistics applications in the road transport market, particularly in South America, Africa and the Middle East.
With these acquisitions, the Company has the capabilitiesdirectly to adaptend users. LXE also markets its products and technologies from one aero-connectivity application to another, enabling the Company to get to market fasterservices across North America and more profitably than companies entering the market today.through eight international subsidiaries (seven in Europe) through a direct sales force, all assisted by inside sales and sales support staff, and through independent marketing representatives.
Sales and Marketing
Our D&S unit produces highly technical products that are often co-engineered with the customer. For these products, internal personnel with strong engineering backgrounds conduct significant sales efforts. D&S also utilizes independent marketing representatives, both in the U.S. and internationally, selected for their knowledge of local markets and their ability to provide technical support and ongoing,on-going, direct contact with current and potential customers.
The development of major business opportunities for D&S often involves significantbid-and-proposal effort. This work often requires complex pre-award engineering to determine the technical feasibility and cost-effectiveness of various design approaches.
The markets for space and defense electronics comprise a relatively small number of large customers, which are typically first or second-tier contractors. Our D&S marketing efforts rely on ongoingon-going communications with this base of potential customers, to determine customers’ future needs and to inform customers of our capabilities and recent developments. Technical support and service after the sale are also important factors that affect our ability to maintain strong relationships and generate additional sales.
The sales and marketing strategies for our other segments involve direct sales to end-users, and sales to third parties that incorporate our hardware with their products and services for delivery to end-users. Third parties include strategic partners, value-added resellers, distributors and independent marketing representatives in approximately 35 countries.
LXE maintains a direct sales force across North America and salespersons working through nine international subsidiaries (seven in Europe), all assisted by inside sales and sales support staff. Satellite Communications markets its products to major airframe manufacturers, avionics original equipment manufacturers (“OEM”), aircraft operators and owners, a network of completion centers that install aeronautical products, and in the case of its TMS Group, Value Added Resellers.
Research, Development and Intellectual Property
We spent $19.4$18.7 million, $20.1 million and $18.8 million in 2009, 2008 and $15.8 million in 2008, 2007, and 2006, respectively, on company-sponsored research and development. In addition, our work under government and commercial contracts for new wireless communications hardware creates new intellectual property owned by the Company,that we own, which often leads to innovations that benefit us on future contracts and product development efforts; most of the costs for this work are included with the overall manufacturing costs for specific orders.
We use both patents and trade-secret procedures to protect our technology and product development efforts. With respect to patents, as of December 31, 2008,2009, we owned 5262 currently active U.S. patents, expiring 20092011 through 2027, and 2628 foreign patents expiring 2012 through 2022. We do not expect that any impending patent expirations

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will to have a material effect on our business. In addition, as of December 31, 2008,2009, we had pending applications for approximately 1318 U.S. and 2118 foreign patents, covering various technology improvements and other current or potential products. While we expect to continue to expand our patent activities, we also believe that many of our processes and much of our know-how are more efficiently and effectively protected as trade secrets, and we seek to maintain that protection through the use of employee and third-party non-disclosure agreements, physical controls andneed-to-know restrictions.
In some cases, we rely on licenses from third parties under patent rights that could otherwise restrict our ability to market significant products. The principal instances of such licenses involve the integration of bar code scanners in certain LXE terminals under license from Motorola, and the development and sale of RFID-basedlaser and imager-based products by LXE under license from Intermec Corporation (“Intermec”). In each case, the licenses are non-exclusive, and are non-cancelablenoncancelable for the lives of the relevant patents except upon default by us.
Backlog
The backlog of firm orders related to continuing operations as of December 31, 2008,2009, was $185.9$178.2 million, compared with $127.7$185.9 million as of December 31, 2007.2008. We had $155.7 million of funded backlog and
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$22.5 million of unfunded backlog as of December 31, 2009, as compared with $137.5 million of funded backlog and $48.4 million of unfunded backlog as of December 31, 2008.
Backlog is very important for our D&S segment due to the long delivery cycles for its projects. The backlog for D&S as of December 31, 2009 was $89.6 million compared with $114.9 million as of December 31, 2008. Many customers of our LXE and Satellite Communications’segment typically require short delivery cycles; ascycles. As a result, these unitsLXE usually convertconverts orders into revenues within a few weeks, and they doit generally does not build up ana significant order backlog that extends substantially beyond one fiscal quarter. However, backlog is very importantquarter except for D&S, due to the longannual or multi-year maintenance service agreements. Our Communications & Tracking segment has projects with both short delivery cycles, for its products. Theand delivery cycles that extend beyond the next twelve months. Of the orders in backlog for D&S as of December 31, 2008 was $114.9 million compared with $65.7 million as of December 31, 2007. Approximately 50% of2009, the orders in D&S’s backlogfollowing are expected to be filled in 2010: Communications & Tracking — 70%; LXE — 80%; and D&S — 50%. LXE’s backlog as of December 31, 2009 was nearly double that of December 31, 2008 mainly due to a shortage of certain component parts from LXE’s suppliers which caused a delay in the fulfillment of LXE’s orders received late in 2009. LXE is working closely with suppliers to identify and implement ways to resolve the sourcing issues. LXE is expecting to increase critical parts inventories in 2010 to avoid further delays.
Manufacturing
For some
We have manufacturing operations in five facilities; four in the U.S., and one in Canada. We manufacture certain of our products particularly those of D&S,in our manufacturing facilities, and for others, we source components from foreign and domestic suppliers, and primarily perform final assembly and test functions. For our defense applications, we perform extensive manufacturing operations, including the production of advanced integrated electronic circuitry, the formulation and fabrication of unique ferrite-based ceramic materials, and precision machining, and the production of advanced integrated electronic circuitry. For others, we primarily perform final assembly and test manufacturing functions.machining. Our manufacturing strategy is:
     to perform those functions for which we have special capabilities and that are most critical to quality and timely performance,performance;
 
     to equip ourselves with the modern tools we need to perform our manufacturing functions efficiently,efficiently;
 
     to use outside sources for functions requiring special skills that we do not have, or that do not offer attractive potential returns, or to perform standard tasks at a competitive price leaving our internal resources to focus on providing the quicker response for tasks that require special needs and skills,skills; and
   to further improve the cost-effectiveness andtime-to-market of our manufacturing operations.
All of our production activities have been ISO 9001:2000 certified, and are AS9100 certified.certified where applicable. Our facilities, equipment and processes enable us to meet all quality and process requirements applicable to our products under demanding military and space hardware standards, and we are also certified by the U.S. Federal Aviation Administration and Transport Canada to manufacture equipment for installation on commercial aircraft.
Materials
Materials used in D&S products consist
We believe we have adequate sources for the supply of magnetic microwave ferrites, metals such as aluminum and brass, permanent magnetraw materials and electronic components such as motors, servos, transistors, diodes, integrated circuits, resistors, capacitors, ASICs, FPGAsfor our manufacturing and printed circuit boards. Most of the raw materials for the formulation of magnetic microwave ferrite materials are purchased from two suppliers, while permanent magnet materials and space-qualified electronic components are purchased from a limited number of suppliers.service needs. Electronic components and metals are available from a larger numberother raw materials used in the manufacture of suppliers and manufacturers.

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The electronic components and supplies, printed circuit assemblies, and molded parts needed for the standardour products produced by our other segments are generally available from a variety of sources.several suppliers. However, LXE systems include barcode scanners in almost all orders, and a significant number of the scanners are purchased from an LXE competitor, Motorola. There are alternative suppliers that manufacture and sell barcode scanners, either independently or under license agreements with Motorola. We believe that many of LXE’s competitors also rely on scanning equipment purchased from or licensed by Motorola. In addition, LXE has a license agreement with Motorola that allows us to utilize Motorola’s patented integrated scanning technology in certain products.
Our advanced technology products often require sophisticated subsystems supplied or cooperatively developed by third parties having specialized expertise, production skills and economies of scale. Important examples include critical specialized components and subsystems required for successful completion of particularcertain D&S
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programs, and application-specific integrated circuitry and computers incorporated into LXE products. In such cases, the performance, reliability and timely delivery of our products can be heavily dependent on the effectiveness of those third parties.
We believe that our present sources
Materials used in D&S products consist of requiredmagnetic microwave ferrites, metals such as aluminum and brass, permanent magnet materials and electronic components. Most of the raw materials for the formulation of magnetic microwave ferrite materials are adequate,purchased from two suppliers, while permanent magnet materials and space-qualified electronic components are purchased from a limited number of suppliers. Other electronic components and metals are available from a larger number of suppliers and manufacturers.
We believe that the loss of any supplier or subassembly manufacturer would not have a material adverse effect on our business as a whole. In the past,Generally, shortages of supplies and delays in the receipt of necessary components have not had a material adverse effect on shipments of our established products. However,products, although in 2009 we did encounter delays in supplies of certain component parts needed to fill pending orders at LXE, a situation that we believe reflected temporary capacity reductions in response to the slow economy rather than a longer-term capacity reductions. In addition, from time to time the roll-outrollout of new standard products and our performance on certain programs at our D&S programs,and Communications & Tracking segments have been adversely affected by quality and scheduling problems with developers/suppliers of critical subsystems. In some cases, these problems have resulted in significant additional costs to us and in difficulties with our customers. Such problems could have a material adverse effect on the Companyus if they recur in the future.
Competition
We believe that each of our reportable segments is an important supplier in itsour principal markets. However, these markets are highly competitive, and some of our competitors have substantial resources that exceed ours. We also compete against smaller, specialized firms.
In Communications & Tracking’s markets, our competitors include Thrane & Thrane, Chelton, Ltd., Tecom, Qualcomm, and VP Miltope. LXE’s principal competitors include Intermec, Motorola, and Psion Teklogix. D&S competes with specialized divisions of large U.S. industrial concerns, such as Boeing, Lockheed Martin, L3 Communications, DRS Technologies, Inc., Northrop Grumman, Harris Corporation and BAE, as well as with companies outside the U.S., such non-U.S. companies as COMDEV of the European space market.COMDEV. Some of these companies, as well as others, are both potential competitors for certain contracts and potential customers on other contracts. In addition, D&S occasionally experiences competition from existing or potential customers when theythese customers choose to develop and manufacture products internally rather than purchasing them from us.
LXE’s principal competitors include Intermec, Motorola, and Psion Teklogix. In Satellite Communications’ markets, our competitors include Thrane & Thrane, Chelton, Ltd., Tecom, and Qualcomm.
We believe that the key competitive factors in all of our reportable segments are product performance (including quality and reliability), technical expertise and ongoingon-going support to customers,time-to-market,time-to-ship and adherence to delivery schedules and price.
Employees
As of December 31, 2008,2009, we had approximately 1,2001,300 employees. Approximately 50%55% of our personnel are directly involved in engineering or manufacturing activities. No employees are represented by a labor union. Management believes that the Company’sour relationship with itsour employees is good. Since December 31, 2008, we have added approximately 160 employees with the acquisitions of Formation and Satamatics.
Government RegulationRegulatory Matters
Certain of our products are subject to regulation by various agencies in the U.S. and abroad. The radiosOur airborne satellite communications products used in the wireless networkscivil aviation applications are subject to continued compliance with applicable regulatory requirements. Our airborne products sold by LXE, and in the satellite communications terminals sold by our Satellite Communications segment, must have various approvals from the U.S. are required to comply with Federal Communications CommissionAviation Administration regulations, and similar agencies in

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other countries in which those systems are sold. Our airborne satellite communications equipment requires certifications from thesold that govern production and quality systems, airworthiness and installation approvals, repair procedures and continuing operational safety. Some of our products, such as radio frequency transmitters and receivers, must also comply with U.S. Federal Aviation Administration for installation on civil aircraft. In addition, a large portionCommunications Commission regulations governing authorization and operational approval of net salestelecommunications equipment.
15 of D&S is derived from government end-use contracts that105


Our products used in defense applications are subject to a variety of federal acquisitionregulations. Our contract costs and accounting practices are audited periodically by the Defense Contract Audit Agency. Audits and investigations are conducted from time to time to determine if the performance and administration of our U.S. Government contracts are compliant with applicable contractual terms, including federal procurement regulations including pricing and cost-accounting requirements, andstatutes which include, in many cases, are subject to security requirements related to classified military programs.
The European Union and certain European countries outside the EU impose standards for electrical safety and electromagnetic compatibility, and prohibit or limit the use of certain substances in electrical and electronic equipment, which affects many of our products sold in those countries. All of the LXE products are Restriction of Hazardous Substances (“RoHS”) and Waste Electrical and Electronic Equipment (“WEEE”) compliant. These regulations must be met to market and sell products in all European Union, as well as most Asian, countries.
Our handheld products also must be Specific Absorption Rate (“SARS”) compliant to ensure products worn or used near the body pass a rigorous test which measures the rate at which the body would absorb radio frequency energy.
We believe that our products and business operations are in material compliance with current standards and regulations. However, governmental standards and regulations may affect the design, cost and schedule for new products. In addition, future regulatory changes could require modifications in order to continue to market certain of our products.
Our products for use in defense applications and on satellites are subject to the U.S. State Department’s International Traffic in Arms Regulations, and as a result we must obtain licenses in order to export these products or to disclose their non-public design features to persons who are not citizens or permanent residents of the United States. We have trained internal personnel to monitor compliance, to educate our personnel on the restrictions and procedures and to process license applications. The licensing process occasionally prevents us from working with non-U.S. suppliers outside the U.S. on European or Asian space programs, and it also affects the extent to which we can involve our Canada-based engineers infrom foreign locations on D&S programs, or use D&S engineers and capabilities to assist our Canadiannon-U.S. operations on their products or programs.
Greenhouse gas emissions have increasingly become the subject of a large amount of international, national, regional, state and local attention. At this time, we do not believe that existing or pending climate change legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on our business or markets that we serve or on our results of operations, capital expenditures or financial position. However, the enactment ofcap-and-trade proposals would likely increase the cost of energy, including purchases of electricity, and of certain raw materials that we use. In addition, future environmental regulatory developments related to climate change, whether pursuant to future treaty obligations or statutory or regulatory changes, are possible, and could increase our operating, manufacturing and delivery costs.
We believe that our products and business operations are in material compliance with current standards and regulations. However, governmental standards and regulations may affect the design, cost and schedule for new products. In addition, future regulatory changes could require modifications in order to continue to market certain of our products.
AVAILABLE INFORMATION
EMS Technologies, Inc. makes available free of charge, on or through its website atwww.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 our website is not part of this report.
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EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the executive officers of the Company and their ages as of December 31, 2008 is set forth below:
PaulJohn B. DomorskiMowell, age 52, became President, Chief75, was appointed Executive Officer and a Director of the Company in June 2006. For three years prior to joining EMS, he servedDecember 2009. He has been serving as Vicethe Chairman of the Board of the Company since 2001. Mr. Mowell is President of AvayaMowell Financial Group, Inc., with operational responsibilitiesTallahassee, FL, an investment counseling firm, and Director and Chairman of the Board of Entegrion Inc., a privately held medical technologies company. He was formerly Chairman of the Board(1981-1990) and Chief Executive Officer(1985-1989) for its services business. From 2000 to 2002, he served asReflectone, Inc., Tampa, FL, a manufacturer of aircraft flight simulators and training systems for commercial and military markets. Mr. Mowell is past Chairman of the Florida State Board of Administration’s Investment Advisory Council for the $100 billion Florida state teacher’s retirement fund; and Founding President, past Chairman and CEOChairman Emeritus of and then as a consultant for, RSL Communications, Ltd. during its restructuring. From 1997 to 2000, he served as PresidentThe Economic Club of British Telecom Syncordia Solutions, a combined products/services outsourcing and solution provider that was organized from other British Telecom businesses.Florida.
Neilson A. Mackay, age 68, was appointedbecame President and Chief Executive Officer of the Company in November 2009. He served as Chief Operating Officer and Executive Vice President of the Company infrom July 2008. He previously served2008, and as Executive Vice President - Strategy from December 2007. From March 2007 anduntil December 2007, he held the positions of Vice President - Corporate Development and President of SATCOM, and from March 2007 until December 2007. From 2001 to 2007, he served as Senior Vice President and General Manager of SATCOM. He joined the Company in January 1993, when the Company acquired an Ottawa, Ontario-based space satellite communications business of which he served as President.
Gary B. Shell,age 5455,was appointed Senior Vice President, Chief Financial Officer and Treasurer of the Company in May 2008. He previously served as Vice President, Finance from November 2007 and as Vice President, Corporate Finance(2004-2007), and in those capacities was the Company’s chief accounting officer. He had served as Director, Corporate Finance from 1998 to 2004. He joined the Company in 1983 as Corporate Financial Analyst. Mr. Shell is a certified public accountant, having formerly served on the audit staff of KPMG LLP.
Timothy C. Reis,age 5152,became Vice President and General Counsel of the Company in August 2005. He is responsible for the legal affairs of the Company and its operating subsidiaries. Mr. Reis first joined the Company in

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2001 as Assistant General Counsel. Previously, he was engaged in the private practice of law with King & Spalding and as in-house counsel for United Parcel Service and for Manufacturers Hanover, a New York bank, focusing his practice on intellectual property and technology transactions.
Perry D. Tanner,age 50,was appointed Vice President of Marketing and Information Management in June 2008. He joined the Company as Vice President of Marketing in December 2006. For the four years prior to joining EMS, he owned and operated Book Lovers, LLC, a Georgia based corporation, which owns several bookstores. From 1991 to 2002, he held a variety of marketing, sales and operations positions with Scientific Atlanta, Inc. including serving as Vice President of Marketing from 2000 to 2002, Division President and General Manager for its Satellite Television Networks division from 1997 to 2000, and Vice President and General Manager for its Transmission Networks division from 1993 to 1997.
Gary M. Hebb, age 48, was named as Vice President Innovation and Strategy in February 2009. He previously had served as Vice President and General Manager of SATCOM from March 2007. He joined SATCOM in 1990, and since then has been given assignments of increasing responsibilities, including appointment as Vice President of Engineering and Business Development in 2000, a position he held until 2007. Before joining SATCOM, Mr. Hebb worked for Rohde & Schwarz on direction-finding systems and at Hermes Electronics, on both software and hardware.
David M. Sheffield, age 47,48, became Vice President, Finance and Chief Accounting Officer of the Company in August 2008. From 2005 until 2008, Mr. Sheffield served as Vice President, Finance and Accounting, for Allied Systems Holdings, Inc., a vehicle-hauling company providing a range of logistics and other support services to the automotive industry. From 2003 to 2005, he served as Vice President and Chief Accounting Officer for Matria Healthcare, Inc. Mr. Sheffield, a certified public accountant, also held senior accounting and finance positions with Rubbermaid, Gulfstream Aerospace and Safety-Kleen, after beginning his career with Deloitte & Touche LLP.
David A. Smith, age 57, joined the Company as Vice President and General Manager of D&S in April 2007. For the two years prior to joining the Company, he served as CEO and managing director of Metal Storm Inc., a provider of projectile launching systems. He served as President and COO of Sensytech Inc., a manufacturer of undersea and electronic countermeasure systems from 2002 to 2004, Senior Vice President and General Manager of Quixote Corporation from 1999 to 2002, and Vice President of Operations for Amphenol Corporation from 1996 to 1999.
William H. RoederR. Nim Evatt,, age 54, currently serves as Senior Vice President, and Acting General Manager of LXE, Inc. Previously, he served in roles at LXE as Deputy General Manager, Vice President of Engineering, Vice President of Marketing, and Vice President of the Transportation Business unit. Before joining the Company, Mr. Roeder spent 11 years with Reliance Electric where he held various positions in engineering and product management.
68Joanne Walker,, age 44, was appointed Vice President and General Manager of SATCOMthe Company’s newly formed Aviation division in February 2009. Prior to this promotion, she was Vice President of Business Operations for SATCOM from 2005. Ms. WalkerJanuary 2010. He joined the Company in 1990January 2009 when the Company acquired Formation, Inc. of which he had served as President and Chief Executive Officer since 1998. From 1991 to 1998 he was President and Chief Executive Officer of Liberty Technologies, a provider of condition-monitoring products and services for energy industries, and he previously led General Electric Power Systems’ installation and service engineering business for Europe, Africa and the Middle East.
Stephen M. Newell,age 42,was appointed Vice President and General Manager of the Company’s LXE division in April 2009. He joined the Company’s SATCOM group in January 2003, and since then has been responsible for the manufacturing, supply chain managementgiven assignments of increasing responsibilities, including appointment as Director, Military Aeronautical Sales in 2004, Vice President, Military Sales in May 2006, and operations engineering during the Company’s transitionVice President, Sales from aerospace researchMay 2006 to the mass manufacturingMarch 2007 at SATCOM. Prior to joining EMS, Mr. Newell was Manager of marketable communication systems. Ms. Walker led major advances in the division’s inventory management and manufacturing processes. She also acted as SATCOM operations manager until 1998 and then as directorAvionics Systems at AIRIA, Inc. from
17 of business operations until 2005.105

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November 2000 to January 2003, where he was responsible for the development of the Company’s Inmarsat-based aeronautical television system.
Adoption of Shareholder Rights Plan
On July 27, 2009, our Board of Directors adopted a Shareholder Rights Plan (the “Plan”) to replace a similar plan adopted in 1999 that expired on August 6, 2009. Under the Plan, a dividend distribution of one right for each our outstanding common shares was made to shareholders of record at the close of business on August 7, 2009. Upon the occurrence of certain triggering events, as set forth in the Plan, the rights would become exercisable.
Item 1A. Risk Factors
Item 1A. Risk Factors
Our business is subject to certain risks, including the risks described below. This Item 1A does not describe all risks applicable to our business and is intended only as a summary of the most significant factors that affect our operations and the industries in which we operate. More detailed information concerning these and other risks is contained in other sections of this Annual Report onForm 10-K.10-K. The risks described below, as well as the other risks that are generally set forth in this Annual Report onForm 10-K,, and other risks and uncertainties not presently known to us or that we currently consider immaterial, could materially and adversely affect our business, results of operations and financial condition. Readers of this Annual Report onForm 10-K should take such risks into account in evaluating any investment decision involving our common stock. At any point, the trading price of our common stock could decline, and investors could lose all or a portion of their investment.
Risks Related to Our BusinessOperations
In addition to general economic conditions, both domestic and foreign, which can change unexpectedly and generally affect U.S. businesses with worldwide operations, we are subject to a number of risks and uncertainties that are specific to us or the businesses we operate:
Decisions by our customers about the timing and scope of capital spending, particularly on major programs, can have a significant effect on our net sales and earnings.
Each of our businesses is dependent on our customers’ capital spending decisions, which are affected by numerous factors, such as general economic conditions, end-user demand for their particular products, capital availability, and comparative anticipated returns on their capital investments. In addition, large defense programs are an important source of our current and anticipated future net sales, especially in D&S. Customer decisions as to the nature and timing of their capital spending, and developments affecting these large defense programs, can have a significant effect on us. Our net sales and earnings would decline in the event of general reductions in capital spending by our customers, or delay in the implementation of, or significant reduction in the scope of, any of the current or major anticipated programs in which we participate.
Unfavorable economic or financial market conditions or other developments may affect the fair value of one or more of our business units and increase the potential for additional asset impairment charges that could adversely affect our earnings.
As of December 31, 2009, we had approximately $60.3 million of goodwill and $49.3 million of other intangible assets on our consolidated balance sheet, collectively representing approximately 29% 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 competitionand/orslower-than-expected growth rates, among others. We
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recognized an impairment loss on the goodwill of $19.9 million associated with our LXE business in 2009 (refer to Note 3 of the consolidated financial statements for additional information). Our tests in the fourth quarter of 2009 for Formation, Satamatics and Sky Connect did not indicate an impairment. However, the estimated fair values did not exceed the carrying amount by a significant amount. If we are required to recognize an additional impairment loss in the future related to goodwill or long-lived assets, the related charge, although a noncash charge, could materially reduce reported earnings or result in a loss from continuing operations for the period in which the impairment loss is recognized.
If our commercial customers fail to find adequate funding for major potential programs, or our government customers do not receive necessary funding approvals, our net sales would decline.
To proceed with major programs, such as upgrades for satellite data-communications systems, our customers typically must obtain substantial amounts of capital, from either governmental or private sources. The availability of this capital is directly affected not only by general economic conditions, but also by political developments and by conditions in the private capital markets. Global financial markets, have experienced extreme disruptionswhich at times in recent months, including, among other things, substantially reduced liquidity and availability of credit.years have been very unstable. If adequate funds are not available to our targeted customers for these programs, our expected net sales may be adversely affected. Large defense programs are often funded in multiple phases, requiring periodic further funding approvals, which may be withheld for a variety of political, budgetary or technical reasons, including the effects of defense budget pressures on near-term spending priorities. Such multi-year programs can also be terminated or modified by the government in ways adverse to us and, in many cases, with limited notice and without penalty. These developments would reduce our net sales below the levels we would otherwise expect.
We may encounter technical problems or contractual uncertainties, which can cause delays, added costs, lost sales and liability to customers.
From time to time we have encountered technical difficulties that have caused delays and additional costs in our technology development efforts. We are particularly exposed to this risk in new product development efforts and in fixed-price contracts on technically advanced programs at D&S and Satellite Communications & Tracking that require novel approaches and solutions. In these cases, the additional costs that we incur aremay not be covered by revenue commitments from our customers, and therefore reduce our earnings. In addition, technical difficulties can cause us to miss expected delivery dates for new product offerings, which could cause customer orders to fall short of expectations.

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Some of our products perform mission-critical functions in space applications. If we experience technical problems and are unable to adhere to a customer’s schedule, the customer could experience costly launch delays or re-procurements from other vendors. The customer may then be contractually entitled to substantial financial damages from us. The customer would also be entitled to cancel future deliveries, which would reduce our future revenues and could make it impossible for us to recover our design, tooling or inventory costs, or our remaining commitments to third-party suppliers.
Due to technological uncertainties in new or unproven applications of technology, our contracts may be broadly defined in their early stages, with a structure to accommodate future changes in the scope of work or contract value as technical development progresses. In such cases, management must evaluate these contract uncertainties and estimate the future expected levels of scope of work and likely contract-value changes to determine the appropriate level of revenue associated with costs incurred. Actual changes may vary from expected changes, resulting in a reduction of net sales and earnings recognized in future periods.
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Our products are subject to a variety of certification requirements of the Federal Aviation Administration (FAA) and the Federal Communications Commission (FCC), including stringent standards for performance, reliability and manufacturing processes. Our failure to meet any of these standards, which may involve complex testing and technical issues, could limit our ability to market these products and thereby reduce our sales and earnings. Our sales and earnings may also be adversely affected by the costs and delays associated with meeting these standards and obtaining the required certifications.
Products that we sell for installation on aircraft must receive approvals and certifications from the FAA, and generally must be produced in facilities that are themselves FAA-certified. In addition, many of the products we sell require FCC approval or certification before our customers are permitted to use them. The applicable standards are rigorous, can be costly to meet, and must be met on a continuing basis. The approval and certification standards for our aviation products require that we meet standards for performance and reliability, as well as for the appropriateness of products for particular aircraft types, and our facilities must meet standards for consistent and reliable production processes. FCC certification of our products requires that we demonstrate technical performance in accordance with certain required RF characteristics. We have generally been successful in obtaining required product approvals and certifications, and the facilities in which we produce aviation products currently hold all required certifications. However, in the past we have addressed, or we currently are addressing, technical issues raised by the FAA and the FCC with respect to certain products, and such technical issues or changes in applicable standards could affect any of these certifications, or cause us to incur significant expense or delays in marketing our products.
If we cannot continue to rapidly develop, manufacture and market innovative products and services that meet customer requirements for performance and reliability, we may incur development costs that we cannot recover and our net sales and earnings will suffer.
The process of developing new wireless communications products is complex and uncertain, and failure to anticipate customers’ changing needs and emerging technological trends accurately, or to develop or obtain appropriate intellectual property, could significantly harm our results of operations. In many instances we must make long-term investments and commit significant resources before knowing whether our investments will eventually result in products that the market will accept. If our new products are not accepted by the market, our net sales and earnings will decline.
Competing technology could be superior to ours, and could cause customer orders and net sales to decline.
The markets in which we compete are very sensitive to technological advances. As a result, technological developments by competitors can cause our products to be less desirable to customers, or even to become obsolete. Those developments could cause our customer orders and net sales to decline.
Our competitors’ marketing and pricing strategies could make their products more attractive than ours. This could cause reductions in customer orders or companyour profits.
We operate in highly competitive technology markets, and some of our competitors have substantially greater resources and facilities than we do. As a result, our competition may be able to pursue aggressive marketing strategies, such as significant price discounting. These competitive activities could cause our customers to purchase our competitors’ products rather than ours, or cause us to increase marketing expenditures or reduce prices, in any such case, causing a reduction of net sales and earnings below expected levels.
Our transitions to new product offerings can be costly and disruptive, and could adversely affect our net sales or profitability.
Because our businesses involve constant efforts to improve existing technology, we regularly introduce new generations of products. During these transitions, customers may reduce purchases of older equipment more rapidly than we expect, or may choose not to migrate to our new products, which could result in lower net sales and excessive inventories. In addition, product transitions create uncertainty about both production costs and customer acceptance. These potential problems are generally more severe if our product introduction
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schedule is delayed by technical development issues. These problems could cause our net sales or profitability to be less than expected.
Our products may inadvertently infringe third partythird-party patents, which could create substantial liability to our customers or the third-party patent owners.
As we regularly develop and introduce new technology, we face risks that our new products or manufacturing techniques may infringe valid patents held, or currently being processed, by others. The earliest that the U.S. Patent Office publishes patents is 18 months after their initial filing, and exceptions exist so that some applications are not

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published before they issue as patents. Thus, we may be unaware of a pending patent until well after we have introduced an infringing product. In addition, questions of whether a particular product infringes a particular patent can involve significant uncertainty. As a result of these factors, third-party patents may require us to redesign our products and to incur both added expense and delays that interfere with marketing plans. We may also be required to make significant expenditures from time to time to defend or pay damages or royalties on infringement claims, or to respond to customer indemnification claims relating to third-party patents. Such costs could reduce our earnings.
We may not be successful in protecting our intellectual property.
Our unique intellectual property is a critical resource in our efforts to produce and market technically advanced products. We primarily seek to protect our intellectual property, including product designs and manufacturing processes, through patents and as trade secrets. If we are unable to obtain enforceable patents on certain technologies, or if information we protect as trade secrets becomes known to our competitors, then competitors may be able to copy or otherwise appropriate our technology, we would lose competitive advantages, and our net sales and operating income could decline. In any event, litigation to enforce our intellectual property rights could result in substantial costs and diversion of resources that could have a material adverse effect on our operations regardless of the outcome of the litigation. We may also enter into transactions in countries where intellectual property laws are not well developed and legal protection of our rights may be ineffective.
Our success depends on our ability to attract and retain a highly skilled workforce.
Because our products and programs are technically sophisticated, we must attract and retain employees with advanced technical and program-management skills. Many of our senior management personnel also possess advanced knowledge of the business in which we operate and are otherwise important to our success. Other employers also often recruit persons with these skills, both generally and in focused engineering fields. If we are unable to attract and retain skilled employees and senior management, our performance obligations to our customers could be affected and our net sales could decline.
We depend on highly skilled suppliers, who may become unavailable or fail to achieve desired levels of technical performance.
In addition to our requirements for basic materials and electronic components, our advanced technological products often require sophisticated subsystems supplied or cooperatively developed by third parties. To meet those requirements, our suppliers must have specialized expertise, production skills and economies of scale, and in some cases there are only a limited number of qualified potential suppliers. Our ability to perform according to customer contract requirements, or to introduce new products on the desired schedule, can be heavily dependent on our ability to identify and engage appropriate suppliers, and on the effectiveness of those suppliers in meeting our development and delivery objectives. If these highly skilled suppliers are unavailable when needed, or fail to perform as expected, our ability to meet our performance obligations to our customers could be affected and our net sales and earnings could decline.
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Changes in regulations that limit the availability of radio frequency licenses or otherwise result in increased expenses could cause our net sales or earnings to decline.
Many of our products are incorporated into wireless communications systems that are regulated in the U.S. by the Federal Communications Commission and internationally by other government agencies. Changes in government regulations could reduce the growth potential of our markets by limiting either the access to or availability of frequency spectrum. In addition, other changes in government regulations could make the competitive environment more difficult by increasing costs or inhibiting our customers’ efforts to develop or introduce new technologies and products. Also, changes in government regulations could substantially increase the difficulty and cost of compliance with government regulations for both our customers and us. All of these factors could result in reductions in our net sales and earnings.

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Additional environmental regulation could increase costs and adversely affect our future earnings.
Greenhouse gas emissions have increasingly become the subject of 82

a large amount of international, national, regional, state and local attention. Any enactment ofcap-and-trade proposals would likely increase the cost of energy, including purchases of electricity, and of certain raw materials used by us. In addition, future environmental regulatory developments related to climate change, whether pursuant to future treaty obligations or statutory or regulatory changes, are possible, and could increase our operating, manufacturing and delivery costs.


The export license process for space products is uncertain, increasing the chance that we may not obtain required export licenses in a timely or cost-effective manner.
Our products for use on commercial satellites are included on the U.S. Munitions List of the U.S. International Traffic in Arms Regulations and are subject to U.S. State Department licensing requirements. The licensing process for our products for use on commercial satellite and many of our other products is time-consuming, and political considerations can increase the time and difficulty of obtaining licenses for export of technically advanced products. The license process may prevent particular sales, and generally has created schedule uncertainties that encourage foreign customers, such as those in Western Europe, to develop internal or other foreign sources rather than use U.S. suppliers. If we are unable to obtain required export licenses when we expect them or at the costs we expect, our net sales and earnings could be adversely affected.
Export controls on space technology restrict our ability to hold technical discussions with foreign customers, suppliers and internal engineering resources, which reduces our ability to obtain sales from foreign customers or to perform contracts with the desired level of efficiency or profitability.
U.S. export controls severely limit unlicensed technical discussions with any persons who are not U.S. citizens or permanent residents. As a result, we are restricted in our ability to hold technical discussions between U.S. personnel and current or prospective non-U.S. customers or suppliers outside the U.S., between Canadian personnel and current or prospective U.S. customers or suppliers, and between U.S. employees and our Canadian or other non-U.S. employees.employees outside the U.S. These restrictions reduce our ability to win cross-border space work, to utilize cross-border supply sources, and to deploy technical expertise in the most effective manner.
Economic or political conditions in other countries could cause our net sales or earnings to decline.
International sales significantly affect our financial performance. Approximately $107.2 million, $132.5 million and $111.7 million, or 29.8%, 39.6% and $82.5 million, or 39.6%, 38.8% and 31.6% of our net sales for 2009, 2008, 2007, and 2006,2007, respectively, were derived from customers residing outside of the U.S. Adverse economic conditions in our customers’ countries, mainly in Western Europe, Latin America and the Pacific Rim, have affected us in the past, and could adversely affect future international revenues in all of our businesses, especially LXE. Unfavorable currency exchange rate movements can adversely affect the marketability of our products by increasing the local-currency cost. In addition to these economic factors directly related to our markets, there are risks and uncertainties inherent in doing business internationally that could have an adverse effect on us, such as potential adverse effects of political instability or changes in governments, changes in foreign income tax laws,
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and restrictions on funds transfers by us or our customers, as well as of unfavorable changes in laws and regulations governing a broad range of business concerns, including proprietary rights, legal liability, and employee relations. All of these factors could cause significant harm to our net sales or earnings.
Unfavorable currency exchange rate movements could result in foreign exchange losses and cause our earnings to decline.
We have international operations, and we use forward currency contracts to reduce the earnings risk from holding certain assets and liabilities denominated in different currencies, but we cannot entirely eliminate those risks. In addition, Canada-based SATCOM derives a major portion of its sales from agreements in U.S. dollars; but its costs are predominately in Canadian dollars; as a result, a stronger Canadian dollar would increase our costs relative to our U.S. net sales, and we are unlikely to recover these increased costs through higher U.S. dollar prices due to competitive conditions. As a result of these factors, our financial results will continue to have an element of risk related to foreign currency exchange rates.
Our net sales in certain markets depend on the availability and performance of other companies with which we have marketing relationships.
With respect to some applications, including mobile satellite communications, we seek to develop marketing relationships with other companies that have superior direct customer access from advantages such as specialized software and established customer service systems. For example, the marketing of our line of high-speed commercial airline communications products is dependent on the success of our direct customers in the sale of our

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products as a complementary offering with their own lines of avionics products. In other markets, such as wireless local-area networks, a major element of our distribution channels is a network of value-added retailers and independent distributors. In foreign markets for many of our products, we are often dependent on successful working relationships with local distributors and other business personnel. If we are unable to identify and structure effective relationships with other companies that are able to market our products, our net sales could fail to grow in the ways we expect.
Customer orders in backlog may not result in sales.
Our order backlog represents firm orders for products and services. However, our customers may cancel or defer orders for products and services, in most cases without penalty. Cancellation or deferral of an order in our D&S segment typically involves penalties and termination charges for costs incurred to date, but these termination penalties would still be considerably less than what we would have expected to earn if the order could have been completed. We make management decisions based on our backlog, including hiring of personnel, purchasing of materials, and other matters that may increase our production capabilities and costs whether or not the backlog is converted into revenue. Cancellations, delays or reductions of orders could adversely affect our results of operations and financial condition.
We are exposed to the credit risk of some of our customers and to credit exposures in weakened markets, which could cause our earnings to decline.
Most of our sales are on an open credit basis, with typical payment terms of up to 60 days in the United StatesU.S. and, because of local customs or conditions, longer in some markets outside the United States.U.S. In the past, certain of our customers have experienced credit problems, up to and including bankruptcy. Although any resulting loss has not been material to date, future losses, if incurred, could harm our business and have an adverse effect on our operating results and financial condition. Additionally, to the degree that the recent turmoil in the credit markets makes it more difficult for some customers to obtain financing, our customers’ ability to pay could be adversely impacted, which in turn could have an adverse impact on our business, operating results, and financial condition.
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Our products typically carry warranties, and the costs to us to repair or replace defective products could exceed the amounts we have experienced historically.
Most of our products carry basic warranties of between one and three years. However, we have somefive years, depending on the type of product. For certain products, with longercustomers can purchase warranty periods, and we depend on our reputationcoverage for reliability and customer service in our competition for sales.specified additional periods. If our products are returned for repair or replacement under warranty or otherwise under circumstances in which we assume responsibility, particularly if at a higher rate than we expect based on historical experience, we can incur significant costs that may be in excess of the allowances that we have established based on our historical warranty cost levels, which would reduce our earnings.
Changes in our consolidated effective income tax rate and the related effect on our results can be difficult to predict.
We earn taxable income in various tax jurisdictions around the world. The raterates of income tax that we pay in each jurisdiction can vary significantly by jurisdiction, due to differing income tax rates and benefits that may be available in some jurisdictions and not in others. In particular, our earnings in Canada are subject to very low income taxes due to research-related tax incentives. As a result, our overall effective income tax rate depends upon the relative annual income that we earn in each of the tax jurisdictions where we do business, and the rate reported in our quarterly financial results depends on our expectations for such relative earnings for the balance of the year. Thus, even though our actual or expected consolidated earnings before taxes could remain unchanged, our income tax expenses and net earnings may still increase or decrease, depending upon changes in the jurisdictions in which we have generated or expect to generate those earnings.
We may not effectively manage possible future growth, which could result in reduced earnings.
Historically, we have experienced broad fluctuations in demand for our products and services. These changes in demand have depended on many factors and have been difficult to predict. In recent years, there has also been a general

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growth trend in certain of our businesses, as well asan increasing complexity in the technologies and applications involved.in certain of our businesses. These changes in our businesses place significant demands on both our management personnel and our management systems for information, planning and control. If we are to achieve further strong growth on a profitable basis, our management must identify and exploit potential market opportunities for our products and technologies, while continuing to manage our current businesses effectively. Furthermore, our management systems must support the changes to our operations resulting from our business growth. If our management and management systems fail to meet these challenges, our business and prospects will be adversely affected.
We may make acquisitions and investments that could adversely affect our earnings or otherwise fail to perform as expected.
To support growth, we have made and may continue to make acquisitions of and investments in businesses, products and technologies that could complement or expand our businesses. However, if we should be unable to successfully negotiate with a potential acquisition candidate, finance the acquisition, or effectively integrate the acquired businesses, products or technologies into our existing business and products, our net sales and earnings could be adversely affected. Furthermore, to complete future acquisitions, we may issue equity securities, incur debt, assume contingent liabilities or the risk of unknown liabilities, or we may incur amortization expenses or write-downs of acquired assets as a result of future acquisitions, all of which could cause our earnings or earnings per share to decline. In addition, under newly adopted Statement of Financial Accounting Standards No. 141(R),Business Combinations,which is now included in the FASB Accounting Standards Codificationtm (“ASC”) Topic 805, effective for the Companyus for business combinations completed after January 1, 2009, we will beare required to record certain acquisition-related costs and other items as current period expenses, reducing our reported earnings in the period in which an acquisition is consummated, and to reflect post-closing changes in our estimate of the fair value of contingent consideration as a charge (or credit) to reported earnings. We also may acquire businesses that do not perform as we expect, are subject to undisclosed or unanticipated liabilities, or are otherwise dilutive to our earnings.
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We have residual liabilities under the terms of our sales of discontinued businesses.
We have reserved amounts we believe to be adequate to cover our potential liability underliabilities that we consider probable and estimable on actual or potential claims asserted under warranties and representations that we made and obligations assumed by purchasers, in connection with the Company’sour prior dispositions of discontinued operations. However, payment of such contingent liabilities would decrease our cash, and if the final resolution of such liabilities exceeded our reserves, our results of discontinued operations would also be adversely affected.

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Risks Related to our Common Stock
In addition to risks and uncertainties related to our operations, there are investment risks that could adversely affect the return to an investor in our common stock and could adversely affect our ability to raise capital for financing future operations.
Our quarterly results are volatile and difficult to predict. If our quarterly performance results fall short of market expectations, the market value of our shares is likely to decline.
The quarterly net sales and earnings contributions of some of our segments are heavily dependent on customer orders or product shipments in the final weeks or days of the quarter. Due to some of the risks related to our business discussed above, it can be difficult for us to predict the timing of receipt of major customer orders, and we are unable to control timing decisions made by our customers. This can create volatility in quarterly results, and hinders our ability to determine before the end of each quarter whether quarterly earnings will meet prevailing expectations. The market price for our shares is likely to be adversely affected by quarterly earnings results that are below analyst and market expectations.
Our share price may fluctuate significantly, and an investor may not be able to sell our shares at a price that would yield a favorable return on investment.
The market price of our stock will fluctuate in the future, and such fluctuations could be substantial. Price fluctuations may occur in response to a variety of factors, including:
     actual or anticipated operating results,results;
 
     the limited average trading volume and public float for our stock, which means that orders from a relatively few investors can significantly impact the price of our stock, independently of our operating results,
 
     announcements of technological innovations, new products or new contracts by us, our customers, our competitors or our customers’ competitors,competitors;
 
     government regulatory action,action;
 
     developments with respect to wireless and satellite communications,communications; and
 
     general market conditions.
In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the stocks of technology companies, and that have been unrelated to the operating performance of particular companies.
Future sales of our common stock may cause our stock price to decline.
Our outstanding shares are freely tradable without restriction or further registration, and shares reserved for issuance upon exercise of stock options will also be freely tradable upon issuance, in each case unless held by affiliates. Sales of substantial amounts of common stock by our shareholders, including those who have acquired a significant number of shares in connection with business acquisitions or private investments, or even the potential for such sales, may depress the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities.
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Provisions in our governing documents and law could prevent or delay a change of control not supported by our Board of Directors.
Our shareholder rights plan and provisions of our amended and restated articles of incorporation and amended bylaws could make it more difficult for a third party to acquire us. These documents include provisions that:

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     allow our shareholders the right to acquire common stock from us at discounted prices in the event a person acquires 20% or more of our common stock, or announces an attempt to do so, without our Board of Directors’ prior consent;
 
     authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock by our Board of Directors without shareholder approval, which stock could have terms that could discourage or thwart a takeover attempt;
 
     limit who may call a special meeting of shareholders;
 
     require unanimous written consent for shareholder action without a meeting;
 
     establish advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon at shareholder meetings;
 
     adopt the fair price requirements and rules regarding business combinations with interested shareholders set forth in Article 11, Parts 2 and 3 of the Georgia Business Corporation Code; and
 
     require approval by the holders of at least 75% of the outstanding common stock to amend any of the foregoing provisions.
Item 1B. Unresolved Staff Comments
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Item 2. Properties
Our corporate headquarters, and D&S’s and LXE’s domestic operations are located in four buildings, twothree of which we own comprising approximately 250,000290,000 square feet of floor space on 21 acres, as well as twoone that areis leased totaling approximately 36,00037,000 square feet (leases to expire(lease expires in 2009 and 2015), all located in a suburb of Atlanta, Georgia. These facilities include clean rooms, a microelectronics laboratory,drafting and design facilities, engineering laboratories, assembly and test areas, materials storage and control areas, assembly and test areas, offices, engineering laboratories, a ferrites laboratory, drafting and design facilities, a machine shop, a metals finishing facility, and painting facilities.offices.
We lease approximately 105,000160,000 square feet of office and manufacturing space for SATCOM’s operations,our Communications & Tracking segment, with the majority located in Ottawa, Ontario (lease to expire in 2017). Our newly acquired Formation and Satamatics businesses lease approximately 43,900 and 8,350 square feet of office and manufacturing space, with other facilities located in Moorestown, NJ (lease to expire in 2013) and, Tewkesbury, UK (lease to expire in 2012), respectively.and in Takoma Park, MD (lease to expire in 2011).
We lease several small sites in the U.S., Europe, Singapore, the UAE, China and AustraliaChina for LXE sales offices. If any of these leases wereare terminated, we believe we could arrange for comparable replacement facilities on similar terms.
Item 3. Legal Proceedings
Item 3. Legal Proceedings
Prior to 2007, we disposed of our S&T/Montreal, SatNet, and EMS Wireless divisions. The Companysales 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 us and the purchasers. In 2008, 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 2010, we 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, we accrued a liability for the award costs in discontinued operations in 2009. The interim award will not become final until the arbitrator determines awards of costs and attorneys’ fees, which the parties will be briefing in the near
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future. It is not possible at this time to determine the amount of any additional award, but any such award would be reflected in discontinued operations when it becomes probable and estimable.
We are involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters iswill not likely to have a material adverse effect on the Company’sour consolidated financial position, results of operations or cash flows.
Item 4. [Reserved]
Item 4. Submission27 of Matters to a Vote of Security Holders105
No matters were submitted to a vote of security holders during the fourth quarter of 2008.

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PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
The common stock of EMS Technologies, Inc. is traded on the NASDAQ Global Select Market (symbol ELMG). At March 9, 2009,19, 2010, there were approximately 400 shareholders of record, and the Company believeswe believe that there were approximately 24002,900 beneficial shareholders, based upon broker requests for distribution of Annual Meeting materials. The price range of the stock is shown below:
                                
 2008 Price Range 2007 Price Range 2009 Price Range 2008 Price Range
 High Low High Low High Low High Low
First Quarter $27.71 27.18 $21.65 18.72  $26.48   17.07  $27.71   27.18 
Second Quarter 22.29 21.63 22.89 18.00   21.45   16.93   22.29   21.63 
Third Quarter 22.04 21.50 25.89 19.62   23.17   17.55   22.04   21.50 
Fourth Quarter 26.72 25.00 33.23 23.85   20.37   12.00   26.72   25.00 
The Company has
We have never paid a cash dividend with respect to shares of itsour common stock, and hashave retained itsour earnings to provide cash for the operation and expansion of itsour business. The CompanyWe cannot currently declare or make any cash dividends without the consent of the lenders in itsour revolving credit agreement. Future dividends, if any, will be determined by the Board of Directors in light of the circumstances then existing, including the Company’sour earnings and financial requirements and general business conditions.
The following table summarizes the Company’sour repurchases of itsour common shares for the yearquarter ended December 31, 2008:2009:
ISSUER PURCHASES OF EQUITY SECURITIES
                 
          (c) Total Number  (d) Maximum Number 
          of Shares  (or Approxmiate 
          Purchased as  Dollar Value) of 
          Part of Publicly  Shares that May Yet 
  (a) Total Number  (b) Average  Announced  Be Purchased 
  of Shares  Price Paid  Plans or  Under the Plans or 
Period Purchased (1)  Per Share  Program (2)  Programs (3) 
January 2008 (January 1 to January 26)  980            
June 2008 (May 25 to June 28)  2,645            
August 2008 (July 27 to August 23)  37,758  $21.41   36,700     
September 2008 (August 24 to September 27)  181,335   22.30   180,885     
October 2008 (September 28 to October 25)  257,041   19.42   256,891     
              
Total  479,759   20.67   474,476  $10.2 million
              
                 
        (c) Total Number
  (d) Maximum Number
 
        of Shares
  ( or Approximate
 
        Purchased as
  Dollar Value) of
 
        Part of Publicly
  Shares that May Yet
 
  (a) Total Number
  (b) Average
  Announced
  Be Purchased
 
  of Shares
  Price Paid
  Plans or
  Under the Plans or
 
Period Purchased  Per Share  Program(1)  Programs(2) 
 
October 2009 (October 4 to October 31)  -       -     
November 2009 (November 1 to November 28)  -   -   -     
December 2009 (November 29 to December 31)         20,600        12.13             20,600     
                 
Total  20,600  $12.13   20,600  $9.9 million 
                 
(1)The category includes 4,683 shares delivered to us by employees to pay withholding taxes due upon vesting of restricted share awards, and 600 shares purchased from employees under a stock option benefit program.
(2)This balance represents the number of shares that were repurchased under the Company’sour $20 million repurchase program (the Program) which was initially announced on July 30, 2008. Unless terminated earlier by resolution of the Company’sour Board of Directors, the Program will expire when the Company haswe have purchased all shares authorized for repurchase. The Program does not obligate the Companyus to repurchase any particular amount of common shares, and may be suspended or discontinued at any time without notice.
 
(3)(2)This balance represents the value of shares that could be repurchased in the future under the Program as of December 31, 2008.2009.

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Item 6. Selected Financial Data
Item 6. Selected Financial Data
The following table sets forth selected consolidated financial data with respect to our operations. The data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto, which appear immediately following the signature page of this Annual Report onForm 10-K. The statement of operations data for each of the five years ended December 31, 2008,2009, and the related balance sheet data have been derived from the audited consolidated financial statements (in thousands, except per share data).
                                        
 Years Ended December 31  Years Ended December 31 
 2008 2007 2006 2005 2004  2009 2008 2007 2006 2005 
 
Net sales $335,045 287,879 261,119 225,887 201,100  $  359,972     335,045     287,879     261,119     225,887 
Cost of sales 213,654 175,278 164,611 146,965 130,623   241,124   213,885   175,278   164,611   146,965 
Selling, general and administrative expenses 82,368 74,561 66,335 56,944 49,346   87,722   81,426   74,561   66,335   56,944 
Research and development expenses 19,399 18,773 15,816 11,754 12,034   18,662   20,110   18,773   15,816   11,754 
Impairment loss on goodwill  19,891   -   -   -   - 
Acquistion-related items  7,206   -   -   -   - 
                      
Operating income 19,624 19,267 14,357 10,224 9,097 
Interest income and other 2,430 5,403 2,254 588 1,085 
Operating (loss) income  (14,633)  19,624   19,267   14,357   10,224 
Interest income  207   2,430   5,403   2,254   588 
Interest expense  (1,679)  (1,953)  (1,921)  (3,304)  (1,791)  (2,181)  (1,679)  (1,953)  (1,921)  (3,304)
Foreign exchange loss, net  (586)  (1,390)  (710)  (288)  (187)  (808)  (586)  (1,390)  (710)  (288)
                      
Earnings from continuing operations before income taxes 19,789 21,327 13,980 7,220 8,204 
(Loss) earnings from continuing operations before income taxes  (17,415)  19,789   21,327   13,980   7,220 
Income tax benefit (expense) 682  (2,080) 1,823  (2,094)  (2,134)  4,266   682   (2,080)  1,823   (2,094)
                      
Earnings from continuing operations 20,471 19,247 15,803 5,126 6,070 
(Loss) earnings from continuing operations  (13,149)  20,471   19,247   15,803   5,126 
Discontinued operations:                     
(Loss) earnings from discontinued operations before income taxes   (585) 24,427  (13,971)  (6,016)  (10,917)  -   (585)  24,427   (13,971)
Income tax benefit (expense)  82  (7,222)  (2,598) 138   4,001   -   82   (7,222)  (2,598)
                      
(Loss) earnings from discontinued operations   (503) 17,205  (16,569)  (5,878)  (6,916)  -   (503)  17,205   (16,569)
                      
Net (loss) earnings $(20,065)  20,471   18,744   33,008   (11,443)
            
Net earnings (loss) $20,471 18,744 33,008  (11,443) 192 
           
 
Net earnings (loss) per share: 
Net (loss) earnings per share:                    
Basic:                     
From continuing operations $1.32 1.25 1.08 0.46 0.55  $(0.87)  1.32   1.25   1.08   0.46 
From discontinued operations   (0.03) 1.18  (1.48)  (0.53)  (0.45)  -   (0.03)  1.18   (1.48)
                      
Net earnings (loss) $1.32 1.22 2.26  (1.02) 0.02 
           
Net (loss) earnings $(1.32)  1.32   1.22   2.26   (1.02)
            
Diluted:                     
From continuing operations $1.31 1.24 1.08 0.46 0.54  $(0.87)  1.31   1.24   1.08   0.46 
From discontinued operations   (0.03) 1.17  (1.48)  (0.52)  (0.45)  -   (0.03)  1.17   (1.48)
                      
Net earnings (loss) $1.31 1.21 2.25  (1.02) 0.02 
Net (loss) earnings $(1.32)  1.31   1.21   2.25   (1.02)
           
Weighted-average number of common shares outstanding:                    
Basic  15,169   15,452   15,354   14,621   11,179 
Diluted  15,169   15,628   15,482   14,679   11,225 
             
  As of December 31 
Weighted average number of shares outstanding: 
Basic 15,452 15,354 14,621 11,179 11,094 
Diluted 15,628 15,482 14,679 11,225 11,237 
 2009 2008 2007 2006 2005 
Working capital related to continuing operations $98,147   165,419   198,491   176,570   67,580 
Total assets  374,145   327,365   323,800   291,684   225,341 
Long-term debt, including current installments  27,750   10,552   13,720   14,857   43,408 
Shareholders’ equity  237,091   242,742   247,126   213,083   113,656 
                     
  As of December 31
  2008 2007 2006 2005 2004
Working capital related to continuing operations $165,419   198,491   176,570   67,580   68,835 
Total assets  327,365   323,800   291,684   225,341   256,953 
Long-term debt, including current installments  10,552   13,720   14,857   43,408   61,454 
Shareholders’ equity  242,742   247,126   213,083   113,656   126,021 
No cash dividends have been declared or paid during any of the periods presented.

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Item 7.
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
We have included forward-looking statements in management’s discussion and Analysisanalysis of Financial Conditionfinancial condition and Resultsresults of Operationsoperations. 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.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report onForm 10-K. The discussion contains forward-looking statements that involve risks and uncertainties.10-K. Actual results could differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those addressed at the end of this item and those discussed under the caption “Risk Factors” in Item 1A. of this Annual Report onForm 10-K.10-K. The historical results of operations are not necessarily indicative of future results.
Overview
We are a leading innovator in the design, manufacture, and marketing of wireless communications solutions addressing the enterprise mobility,communications-on-the-move and in-flight connectivity markets for both commercial and government end-users. We focus on the needs of the mobile information user and the increasing demand for wireless broadband communications. We provide products and services that enable communications across a variety of coverage areas, ranging from global, to regional, to within a single facility. Our
As of 2009, our continuing operations include the following three reportable operating segments:
 Communications & Tracking – Supplies a broad array of terminals and antennas that enable end-users in aircraft and other mobile platforms to communicate over satellite andair-to-ground links. This segment includes the previously reported Satellite Communications segment, and the newly acquired Formation, Inc. (“Formation”) and Satamatics Global Limited (“Satamatics”) product lines which include aeronautical wi-fi communications and data storage, aeronautical voice and tracking, and satellite-basedmachine-to-machine mobile communications (refer to “Acquisitions Completed in 2009” in Item 1 of this Annual Report and Note 2 to the Consolidated Financial Statements for additional information);
•  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 two markets: the Americas market, which is comprised of North, South and Central America; and the International market, which is comprised of all other geographic areas, with the highest concentration in Europe; and
  Defense & Space (“D&S”)— Develops –  Supplies highly engineered subsystems for defense electronics and sophisticated satellite applications;applications from military communications, radar, surveillance and countermeasures to commercial high-definition television, satellite radio, and live TV for innovative airlines.
In early 2010, we realigned our business segments for strategic growth and replaced Communications & Tracking with two new segments, Aviation and Global Tracking.
 LXEAviation— Provides rugged mobile terminals- Includes SATCOM’s aeronautical business, and wireless data collection equipment for logistics management systems and;
Satellite Communications— Offersthe Sky Connect and Formation businesses, which were acquired in August 2008 and January 2009, respectively. Aviation designs and develops satellite-based communication, tracking, and messagingcommunications solutions through a broad array of terminals and antennas for the aeronautical ground-mobilemarket that enable end-users in aircraft and other mobile platforms to communicate over satellite andair-to-ground links. This segment also builds in-cabin connection devices and computers to process data on board aircraft, including rugged data storage, airborne connectivity,air-to-ground connectivity, and data recording and replay.
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•  Global Tracking- Includes the asset tracking and emergency management markets. This reportable operating segment includes the previously reportedoperations of our SATCOM segment,business, and the newlySatamatics business, which was acquired Sky Connect business (please referin February 2009. Global Tracking provides aeronautical voice and tracking, and satellite-basedmachine-to-machine mobile communications equipment and services to Note 3track, monitor and control remote assets, regardless of whether they are fixed, semi-fixed or mobile. Additionally, Global Tracking provides equipment for the consolidated financial statements provided immediately following the signature page of this Annual Report on Form 10-KCospas-Sarsat search and rescue system and incident management software for additional information).rescue coordination worldwide.
This new segment structure will be presented beginning in 2010.
We sell LXE products and the majority of Communications & Tracking products for commercial applications. We sell D&S products primarily for defense and space applications. We sell LXE products and the majority of Satellite Communications’ products for commercial applications. Sales of products for U.S. government end-use comprised 40.8%29.7%, 24.6%26.3% and 21.3%24.6% of our net sales in 2009, 2008 and 2007, and 2006, respectively.
Our sales to customers in the United StatesU.S. accounted for 60.4%70.3%, 61.2%60.4% and 68.4%61.2% of our consolidated net sales in 2009, 2008 2007 and 2006,2007, respectively. The largest single geographic market forremainder of our productssales were to customers in markets outside of the U.S. has recently been the United Kingdom, which accounted for 8.5%, 7.3% and 5.2% of consolidated net sales in 2008, 2007 and 2006, respectively. Net sales from our non-U.S. markets outside the U.S. have generally increased when the Euro and other local functional currencies have increased in value as compared with the U.S. dollar.
Financial and Performance Highlights of 20082009
Following is a summary of significant factors affecting the Companyour business in 2008:2009:
 NetWe completed the acquisitions of Formation and Satamatics on January 9, 2009 and February 13, 2009, respectively. In 2009, these newly acquired product lines along with Sky Connect, LLC (“Sky Connect”), which was acquired in August of 2008, generated $68.9 million of net sales, reached an all-time highand losses of $335.0$1.8 million in 2008,before income taxes. The loss includes a 16.4% increase compared to 2007, mainly due to record sales at Satellite Communications and D&S. Net sales at LXE increased by 5.1% despite the challenging global economic climate.charge of $7.8 million for amortization of intangible assets.
 
 Operating income was slightlyConsolidated net sales were 7.4% higher in 20082009 as compared with 2007. Partsame period in 2008. Higher net sales at Communications & Tracking (reflected the newly acquired product lines), and D&S were partially offset in 2009 by lower net sales at LXE (reflecting the challenging global economic climate). Net sales from Communications & Tracking’s organic product lines were down for 2009, as compared with 2008, due to lower net sales from aeronautical products and from the Inmarsat development project that concluded in 2008 and, therefore, was not included in the 2009 results.
•  Our pre-tax loss from continuing operations of $17.4 million included a $19.9 million impairment loss on goodwill at LXE, $7.2 million of acquisition-related charges that are required to be reported as a current expense under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141(R),Business Combinations (which is now included in Financial Accounting Standards Board (“FASB”) Accounting Standards Codificationtm (“ASC”) Topic 805,Business Combinations), $7.8 million of amortization of intangible assets related to our new acquisitions, and approximately $3.9 million of severance costs.
•  Our markets continue to see the unfavorable impact of the revenue increase in 2008 was from SATCOM’s workeconomy and they are not immune to increasing pressures and risks. We expect that we will continue to be faced with these economic pressures through 2010. We recorded an impairment loss on the Inmarsat Global satellite/GMS phone project, which was not profitable in 2008. An agreement was reached with Inmarsat in January 2009 and the project has been concluded with the full effect recognizedgoodwill of $19.9 million at our LXE segment in the fourth quarter of 2008. Operating profits increased for2009. We concluded during our annual impairment evaluation that the remaindercarrying amount of Satellite Communications’ business and for Defense & Space in 2008 as compared with 2007. Operating income for LXE was down due toLXE’s goodwill exceeded its implied fair value reflecting the challengingunfavorable affects of the global economic climate on the projected future cash flows of our LXE business. The economy and approximately $1.1other factors could cause a decline in expected future cash flows for one or more of our other business units (including our recently acquired businesses) and it is reasonably possible that we may be required to recognize additional impairment losses related to goodwill or other long-lived assets.
•  Our discontinued operations reported a loss before income taxes of $10.9 million in 2009. The loss was mainly a result of severance chargesa $9.2 million liability recorded in 2008.2009 for costs awarded in an interim award by an arbitrator for warranty claims under the provisions of the sales agreement of our former EMS Wireless division, and for legal costs of $1.5 million associated with the defense of these claims.

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Income tax for 2008 was a net benefit of $0.7 million. A $927,000 tax benefit was recognized in 2008 related to revised estimates for research and development costs qualifying for U.S. Federal tax credits from prior years. We also recognized a $1.2 million benefit from the reduction of the valuation allowance against deferred tax assets based upon the continuing profitability of SATCOM.
Description of Net Sales, Costs and Expenses
Net sales
The amount of net sales is generally the most significant factor affecting our operating income in a period. We recognize product-related net sales under most of our customer agreements when we ship completed units or complete the installation of our products. If multiple deliverables are involved in a revenue arrangement, or if software included in an offering is more than incidental to a product as a whole, we recognize revenue in accordance with FASB Emerging Issues Task Force Issue No. 00-21,ASC Subtopic605-25,Revenue Recognition-Multiple-Element Arrangements with Multiple Deliverables,, or American Institute of Certified Public Accountants Statement of Position No. 97-2,ASC Subtopic985-605,Software RevenueSoftware-Revenue Recognition, as applicable. If the customer agreement is in the form of a long-term contract (mainly at D&S and to a lesser degree at Satellite Communications)Communications & Tracking), we recognize revenue under thepercentage-of-completion method, using the ratio of cost-incurred-to-date to total-estimated-cost-at-completion as the measure of performance. Estimated manufacturing cost-at-completion for each of these contracts is reviewed on a routine periodic basis, and adjustments are made periodically to the estimatedcost-at-completion based on actual costs incurred, progress made, and estimates of the costs required to complete the contractual requirements. When the estimated manufacturing cost-at-completion exceeds the contract value, the contract is written down to its net realizable value, and theentire estimated loss resulting from the projected cost overruns is immediately recognized. If the customer agreement is in the form of a cost-reimbursement contract, we recognize revenue based on the type of fee specified in the contract, which is typically a fixed fee, award fee or a combination of both.
We also generate net sales from product-related service contracts, and repair services, for D&S, LXEairtime and Satellite Communications,mapping services, and engineering services projects for D&S, and to a lesser degree at Satellite Communications.projects. We recognize revenue from product-related service contracts, and extended warranties ratably over the life of the contract. We recognize revenue from repair services and tracking, voice, and data services as services are rendered. We recognize revenue from contracts for engineering services using the percentage-completionpercentage-of-completion method for fixed price contracts, or as costs are incurred for cost-type contracts.
Cost of sales
For our LXE and D&S products, we conduct most of our manufacturing efforts in our Atlanta-area facilities. We manufacture the majority of our Satellite Communications’ products at our facility in Ottawa, Canada.
Product cost of sales includes the cost of materials, payroll and benefits for direct and indirect manufacturing labor, engineering and design costs, outside costs such as subcontracts, consulting or travel related to specific contracts, and manufacturing overhead expenses such as depreciation, utilities and facilities maintenance. We also include amortization of intangible assets for development technologies in cost of sales.
We sell a wide range of advanced wireless communications products into markets with varying competitive conditions, and cost of sales as a percentage of net sales varies with eachby product. Consequently, the mix of products sold in a given period is a significant factor affecting our operating income.
Thecost-of-sales percentage is principally a function of competitive conditions and product and customer mix, but Satellite Communications & Tracking is also affected by changes in foreign currency exchange rates, mainly because the Canadian-based SATCOM business derives most of its net sales from contracts denominated in U.S. dollars, but incurs most of its costs in Canadian dollars. AsWhen the U.S. dollar weakens against the Canadian dollar, our reported manufacturing costs mayfor SATCOM increase relative to our net sales, which would increaseincreases thecost-of-sales percentage. IfWhen the U.S. dollar strengthens, the opposite effect would result.results. Our LXE business derives a significant portion of its net sales from international markets, mainly in Euros, but incurs most of its costs in U. S.U.S. dollars. AsWhen the U.SU.S. dollar weakens against the Euro and other international currencies, our reported net sales maygenerally increase relative to our costs, which would decreasedecreases thecost-of-sales percentage. IfWhen the U.S. dollar strengthens, the opposite effect would result.generally results.

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Service cost of sales is based on labor and other costs recognized as incurred to fulfill obligations under most of our service contracts.contracts, and the cost of airtime for providing tracking, voice and data services. Cost of sales for long-term engineering services contracts are based on labor and other costs incurred, relative to the estimated cost to complete the contractual deliverables.incurred.
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Selling, general and administrative expenses
Selling, general and administrative (“SG&A”) expenses include salaries, commissions, bonuses and related overhead costs for our personnel engaged in sales, administration, finance, information systems and legal functions. Also included in SG&A expenses are theis amortization of intangible assets for trademarks, trade names and customer lists as well as costs of engaging outside professionals for consultation on legal, accounting, tax and management information system matters, auditing and tax compliance, and general corporate expenditures to other outside suppliers and service providers.
Research and development expenses
Research and development (“R&D”) expenses represent the cost of our development efforts, net of reimbursement under specific customer-funded R&D agreements. R&D expenses include salaries of engineers and technicians and related overhead expenses, the cost of materials utilized in research, and additional engineering or consulting services provided by independent companies. R&D costs are expensed as they are incurred. We also often incur significant development costs to meet the specific requirements of customer contracts in D&S and Satellite Communications & Tracking, and we report these costs in the consolidated statements of operations as cost of sales.
Acquisition-related items
Acquisition-related items include the costs of engaging outside professionals for legal, due diligence, business valuation, and integration services related to business combinations. The category also includes adjustments related to changes in the fair value of the earn-out liability associated with one acquisition completed in 2009.
Impairment loss on goodwill
An impairment loss on goodwill is recognized to the extent that a reporting unit’s carrying amount of goodwill exceeds the implied fair value of its goodwill, determined in accordance with ASC Topic 350,Intangibles-Goodwill and Other. Goodwill is evaluated for impairment annually, and between annual tests if an event or changes in circumstances indicate that the goodwill might be impaired. We complete our annual evaluation of goodwill for impairment in the fourth quarter of each fiscal year.
Interest income and other
Interest income and other mainly includes interest incomeis earned primarily from our investments in government-obligations money market funds, other money market instruments, and interest-bearing deposits.
Interest expense
We incur interest expense principally related to mortgages on certain facilities and through the amortization of deferred financing costs related to our revolving credit facilities.facility. We incurred no interest expense in 2008 and 2007 or 2008 related to borrowings under revolving credit facilitiesfacility because during those periods we had no borrowings outstanding under these facilities during those periods.this facility.
Foreign exchange gains and losses
We recognize foreign exchange gains and losses mainly inat any of our Satellite Communications and LXE segments, related tosubsidiaries that have assets and liabilities that are denominated in a currency different than theits local functional currency. For our Canada-based SATCOM business, most trade receivables are denominated in U.S. dollars; when the U.S. dollar weakens against the Canadian dollar, the value of SATCOM’s trade receivables decreases and foreign exchange losses result. For our LXE segment’s international subsidiaries, most trade payables are in U.S. dollars and relate to their purchases of hardwareequipment from LXE’s U.S. operations for sale in Europe and Asia;Europe; when the U.S. dollar weakens against the Euro or other international currency,currencies, the value of the LXE subsidiaries’ trade payables decreases and foreign exchange gains result. IfWhen the U.S. dollar strengthens, the opposite effecteffects on trade payables and foreign exchange gains and losses result.
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We regularly assess our exposures to changes in foreign currency exchange rates and as a result, we enter into forward currency contracts to reduce those exposures. The notional amount of each forward currency contract is based on the amount of exposure for net assets or liabilities subject to changes in foreign currency exchange rates. We record changes in the fair value of these contracts in foreign exchange gains and losses in our consolidated statements of operations.
Income taxes
Typically, the main factor affecting our effective income tax rate each year is the relative proportion of taxable income that we expect to earn in Canada, where the effective rate is lower than in the U.S., or and other locations. The lower effective rate in Canada results from certain Canadian tax benefits for research-related expenditures.

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Discontinued operations
In 2005 and 2006,
Prior to 2007, we disposed of our former Space & Technology/Montreal (“S&T/Montreal”), Satellite Networks (“SatNet”) and EMS Wireless divisions, which have beendivisions. The losses reported as discontinued operations. In determining the gain or loss recognized on the sale of ourin discontinued operations relate directly to the accumulated other comprehensive income with respect to those divisions was recognized in net earnings atresolution of various contingencies, representations or warranties as specified under the time of sale.
The sales agreements for each of these dispositions contained standard indemnification provisions for various contingencies that could not be resolved beforeof the dates of closing, and for various representations and warranties provided by the Company and the purchasers. The Company recordssales agreements. We record a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated.
Results of Operations
(
The following table sets forth the percentage relationship of each line item to net sales for each period.
             
  Years Ended December 31 
  
2009
  
2008
  
2007
 
 
Product net sales            78.1 %            81.6 %            86.0 %
Service net sales  21.9   18.4   14.0 
             
Net sales  100.0   100.0   100.0 
Product cost of sales as a percentage of product net sales  69.0   64.4   61.3 
Service cost of sales as a percentage of service net sales  59.9   61.2   58.6 
Cost of sales  67.0   63.8   60.9 
Selling, general and administrative expenses  24.4   24.3   25.9 
Research and development expenses  5.2   6.0   6.5 
Impairment loss on goodwill  5.5   -   - 
Acquisition-related charges  2.0   -   - 
             
Operating (loss) income  (4.1)  5.9   6.7 
Interest income  0.1   0.7   1.9 
Interest expense  (0.6)  (0.5)  (0.7)
Foreign exchange loss, net  (0.2)  (0.2)  (0.5)
             
(Loss) earnings from continuing operations before income taxes  (4.8)  5.9   7.4 
Income tax benefit (expense)  1.1   0.2   (0.7)
             
Net (loss) earnings from continuing operations  (3.7)  6.1   6.7 
             
Discontinued operations:            
Loss from discontinued operations before income taxes  (3.0)  -   (0.2)
Income tax benefit  1.1   -   - 
             
Loss from discontinued operations  (1.9)  -   (0.2)
             
Net (loss) earnings  (5.6) %  6.1 %  6.5 %
             
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Years ended December 31, 2009 and 2008:
Net sales increased by 7.4% to $360.0 million from $335.0 million in 2009 as compared with 2008, reflecting growth in net sales from two of our three reportable operating segments, Communications & Tracking, and D&S, with increases of 41.3%, and 19.5%, respectively. The increase in net sales in the Communications & Tracking segment was the result of our recently acquired product lines. Such increases were partially offset by declines in net sales from Communications & Tracking organic product lines in 2009, as compared with 2008, and from the Inmarsat development project that was concluded in 2008 and therefore, not included in the 2009 results. D&S’s net sales were higher in 2009 mainly due to significant work performed on a military communications research project and increased activity on both military and commercial programs. LXE’s net sales in 2009 were $36.4 million lower than the same period in 2008, a decrease of 25.0%, with a decrease in net sales in both the Americas and International markets.
Product net sales increased by 2.9% to $281.2 million in 2009 as compared with 2008. This was primarily due to the product net sales generated from our recently acquired product lines and increased activity on both defense and commercial programs, including significant work to supply phase-shifter products for a military program, and antennas for systems that provide connectivity to the internet, live television programs and cellular services on-board commercial aircraft. These increases were partially offset by a lower number of terminals shipped by LXE in both the International and Americas markets and lower net sales of high-speed-data aeronautical products from the organic product lines of Communications & Tracking. Service net sales increased by 27.6% to $78.8 million in 2009 as compared with the same period in 2008, mainly due to significant work performed on a military communications research project by D&S, and the service revenue generated from our newly acquired product lines at Communications & Tracking. As a result, service net sales comprised a higher percentage of total net sales in 2009 as compared with 2008.
Overall cost of sales as a percentage of consolidated net sales was higher in 2009 as compared with 2008 due to highercost-of-sales percentages reported by each of our three reportable operating segments. Product cost of sales as a percentage of net sales, unless noted otherwise)was higher in 2009 as compared with 2008. The increase in product cost of sales as a percentage of net sales was mainly due to the acquisition of the new product lines in 2009 at Communications & Tracking which had a highercost-of-sales percentages than our existing SATCOM business, primarily due to the amortization of intangible assets, and a higher percentage of net sales generated by our D&S segment, which has a highercost-of-sales percentage than our other two reportable operating segments. Product cost of sales was also higher due to a lower production volume by our LXE segment over which fixed costs were absorbed, and an unfavorable effect of changes in foreign currency exchange rates, and additional severance costs of $1.8 million recorded in 2009 for a reduction in workforce across all divisions to realign the staffing needs of the business with current economic conditions. Service cost of sales as a percentage of net sales was lower in 2009 as compared with 2008. The decrease in the servicecost-of-sales percentage was mainly due to an increase in service revenue from our newly acquired product lines at Communications & Tracking which had a lowercost-of-sales percentage than our other two operating segments. Service cost of sales as a percentage of net sales was also lower in 2009 as compared with 2008 due to lower volume of repairs experienced under existing maintenance contracts at our D&S and LXE segments in 2009.
             
  Years Ended December 31
  2008 2007 2006
Product net sales  81.6%  86.0%  85.6%
Service net sales  18.4   14.0   14.4 
             
Net sales  100.0   100.0   100.0 
Product cost of sales, as a percentage of product net sales  64.3   61.3   62.4 
Service cost of sales, as a percentage of service net sales  61.2   58.6   66.7 
Cost of sales  63.8   60.9   63.0 
Selling, general and administrative expenses  24.5   25.9   25.4 
Research and development expenses  5.8   6.5   6.1 
             
Operating income  5.9   6.7   5.5 
Interest income and other  0.7   1.9   0.9 
Interest expense  (0.5)  (0.7)  (0.7)
Foreign exchange loss, net  (0.2)  (0.5)  (0.3)
             
Earnings from continuing operations before income taxes  5.9   7.4   5.4 
Income tax benefit (expense)  0.2   (0.7)  0.7 
             
Earnings from continuing operations  6.1   6.7   6.1 
             
             
Discontinued operations:            
Loss (earnings) from discontinued operations before income taxes     (0.2)  9.3 
Income tax benefit (expense)        (2.8)
             
(Loss) earnings from discontinued operations     (0.2)  6.5 
             
Net earnings  6.1%  6.5%  12.6%
             
SG&A expenses as a percentage of consolidated net sales increased slightly in 2009 as compared with 2008. Actual expenses grew by $6.3 million in 2009 as compared with 2008 mainly due to the additional costs related to the acquired product lines, including additional amortization of intangible assets. These additional costs were partially offset by the impact of management’s continued cost reduction efforts and the favorable effect of changes in foreign currency exchange rates on our LXE and SATCOM international operations.
R&D expenses were $1.4 million lower in 2009 than in 2008 mainly due to additional funding received from the Canadian government under a program to encourage technology development in areas such as satellite communications, reduced spending due to cost control measures, and the completion of certain internal development programs at SATCOM and LXE in 2009. R&D expenses were also lower due to the favorable effect of changes in foreign currency exchange rates in 2009. These decreases in expenses were partially offset by additional R&D expenses related to our recently acquired product lines.
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An impairment loss on goodwill of $19.9 million was recorded by our LXE segment in 2009. We completed our annual evaluation for goodwill impairment in the fourth quarter of 2009 and concluded that the goodwill of our LXE segment might be impaired, since the estimated fair value of the reporting unit was less than the carrying amount. The amount of the impairment loss was determined by comparing the carrying amount of the goodwill for the reporting unit to the implied fair value of the goodwill determined in accordance with current accounting standards. While the carrying amount exceeded the estimated fair value by only $6.0 million, the impairment loss was measured as $19.9 million. The requirements to determine the impairment loss stipulate that the estimated fair value of all assets and liabilities of the reporting unit be determined similar to the method used in a business combination. The aggregate fair value of the assets and liabilities, including those not reflected in the carrying amount, is compared to the estimated reporting unit fair value with the difference being implied goodwill. The excess of goodwill on the balance sheet and this implied goodwill is the impairment loss. For a reporting unit with unrecognized intangible assets or other assets whose fair value exceeds the carrying amount, the impairment loss will exceed the reporting unit fair value deficiency since the accounting rules do not allow for a step up in fair value for these other assets in this process.
Goodwill in our consolidated balance sheet as of December 31, 2009 includes the remaining goodwill of LXE of $1.8 million and the goodwill related to the acquisitions of Formation, Satamatics and Sky Connect, for which no impairment was indicated in 2009.
Acquisition-related charges were $7.2 million in 2009. These charges were primarily for professional fees for legal, due-diligence, valuation, and integration services for the acquisition of our Formation and Satamatics businesses, as well as increases in the estimated fair value of the earn-out liability associated with one of the acquisitions. The fair value increased by $3.2 million during 2009 primarily related to accretion in the liability from the acquisition date, changes in the expected earn-out payments based on the results of 2009, and an agreement between the Company and the sellers of the acquired entity to set the 2010 earn-out at a fixed amount, which settled the contingency.
Interest income was $2.2 million lower in 2009 than in 2008 mainly as a result of lower average investment balances and, to a lesser extent, lower average interest rates earned on our investment balances.
Interest expense was $0.5 million higher in 2009 than in 2008 mainly due to borrowings under our revolving credit facility incurred in the first quarter of 2009 to partially fund the acquisition of our new product lines.
Our foreign exchange net loss was $0.2 million higher in 2009 than in 2008. Included in 2009, was a $1.4 million foreign exchange loss related to the funding of the Satamatics acquisition, which was required to be paid in British pounds sterling. The loss resulted from changes in foreign currency exchange rates from the date we funded the transaction to the date the acquisition was completed. Partially offsetting this loss in the period were net gains from the conversion of assets and liabilities not denominated in the functional currency and changes in the fair value of forward contracts used to hedge against currency exposure.
We recognized an income tax benefit of $4.3 million for continuing operations in 2009. Earnings were generated in Canada, where we have a much lower effective rate than in the U.S. or other locations due to research-related tax benefits. Other jurisdictions incurred losses, which generated a tax benefit. In addition we recognized a change in estimate of $1.9 million for prior-year research and development credits in the U.S. after completion of an Internal Revenue Service examination. No tax benefit was recognized for the loss on impairment of goodwill. Income tax for 2008 was a net benefit of $0.7 million. A $0.9 million tax benefit was recognized in 2008 related to revised estimates for research and development costs qualifying for U.S. Federal tax credits from prior years. We also recognized a $1.3 million benefit in 2008 from the reduction of the valuation allowance against deferred tax assets based upon the expected continuing profitability of SATCOM. Our effective tax rate for 2010 is expected to be approximately 15%.
Years ended December 31, 2008 and 2007:
Net sales increased by 16.4% to $335.0 million from $287.9 million, for 2008 as compared with 2007, with net sales growth contributed by each of the Company’sour three reportable operating segments. Satellite Communications & Tracking and D&S recorded the largest growth in net sales, with increases of 25.1% and 29.7%, respectively. These
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increases were mainly due to the strong demand for high-speed-data aeronautical products from both commercial and military markets and the revenues generated from the development of the Inmarsat global satellite/GSM phone by our Satellite Communications & Tracking segment, and the increased activity on both commercial and military programs by our D&S segment. Net sales for LXE were higher by 5.1% primarily due to growth in net sales from the

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international market along with a favorable effect of changes in exchange rates that increased the reported net sales from international markets.
Product net sales increased by 10.4% to $273.3 million in 2008 as compared with 2007 mainly due to the strong demand for high-speed-data aeronautical products from both commercial and military markets, and higher net sales of terminals and wireless data collection equipment for logistics management systems. Service net sales increased by $21.4 million to $61.8 million in 2008 as compared with 2007 mainly due to significant work performed on a military communications research project by D&S. Service net sales made up a slightly higher percentage of total net sales in 2008 compared with 2007.
Overall cost of sales as a percentage of consolidated net sales increased in 2008 as compared with 2007, due to highercost-of-sales percentages recorded by each of our three reportable segments. Product cost of sales as a percentage of its respective net sales increased in 2008 as compared with 2007, mainly due to a higher percentage of net sales generated from indirect channels at LXE, and the revenues generated in 2008 by Satellite Communications & Tracking related to an agreement to develop the Inmarsat global satellite/GSM phone, that did not generate gross margin. An agreement was reached with Inmarsat in January 2009 and the project has been concluded with the full effect recognized in the fourth quarter of 2008. Service cost of sales as a percentage of its respective net sales increased in 2008 as compared with 2007, mainly due to a higher percentage of net sales generated by D&S, which has a highercost-of-sales percentage than our LXE and Satellite Communications & Tracking segments.
SG&A expenses as a percentage of consolidated net sales were lower in 2008 as compared with 2007. The $7.8$6.9 million growth in actual expenses mainly related to the effect of changes in foreign currency exchange rates that increased the reported costs of the international activities at LXE, and sales-related efforts, such as selling and marketing, to support the growth in net sales. SG&A expenses also included additional costs from our Trux and Sky Connect operations which were acquired in February and August 2008, respectively, as well as approximately $1.1 million of severance costs primarily related to staff reductions in LXE’s international operations that occurred during 2008. These additional costs were partially offset by the impact of management’s cost-reduction efforts at LXE which began in the second quarter of 2008.
R&D expenses increased by $0.6$1.3 million mainly due to additional internal development programs for next-generation products at SATCOM, and the effect of changes in foreign currency exchange rates on its reported costs.
Interest income decreased by $3.0 million mainly as a result of lower average interest rates earned on our investment balances and to a lesser extent the decrease in the average investment balances.
Our foreign currency forward contract program was somewhat more effective in reducing the currency risk in 2008, resulting in smaller foreign currency exchange losses in 2008 as compared with 2007.
Income tax for 2008 was a net benefit of $0.7 million. A $0.9 million tax benefit was recognized in 2008 related to revised estimates for research and development costs qualifying for U.S. Federal tax credits from prior years. We also recognized a $1.3 million benefit in 2008 from the reduction of the valuation allowance against deferred tax assets based upon the expected continuing profitability of SATCOM. Excluding these special items, our effective income tax rate for 2008 was 7.7%. The rate was 9.8% for the year ended December 31, 2007. The decrease in the estimated annual rate is due to a higher proportion of earnings in Canada, where we have a much lower effective rate than in the U.S. or other locations due to research-related tax benefits. The effective tax rate for 2009 is expected to be less than 10%.
Years ended December 31, 2007 and 2006:
Net sales increased by 10.2% to $287.9 million from $261.1 million in 2007 as compared with 2006, and net sales grew in each38 of the Company’s three segments. Satellite Communications and D&S recorded the largest growth in net sales through 2007, with increases of 27.2% and 12.7%, respectively. These increases were mainly the result of strong sales of high-speed-data aeronautical products by Satellite Communications, and of increased activity by D&S on U.S. military programs, and on a new commercial satellite program by D&S. LXE’s net sales were slightly higher because the growth in net sales from international markets offset the decline in net sales from the Americas markets.105

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Product net sales increased by 10.7% to $247.5 million in 2007 as compared with 2006. This increase in consolidated product net sales was mainly due to 29.0% growth in product net sales at Satellite Communications that resulted from continued strong demand for its high-speed-data aeronautical products, as well as higher revenues recognized on long-term contracts at D&S. Service net sales increased by 7.4% to $40.4 million in 2007 as compared with 2006 mainly due to growth in the LXE and Satellite Communications service businesses, which supports the increased number of products placed into service. As a percentage of total net sales, product net sales and service net sales remained relatively unchanged in 2007 as compared with 2006.
Consolidated total cost of sales, as a percentage of consolidated total net sales, decreased in 2007 as compared with 2006 due to lower cost-of-sales percentages recorded by each of our three segments, and a higher proportion of total net sales generated by Satellite Communications, which generally has the Company’s lowest cost of sales percentage. Product cost of sales, as a percentage of its respective net sales, decreased in 2007 as compared with 2006 due to Satellite Communications’ lower material costs and more favorable product mix, as well as improved contract performance by D&S. Service cost of sales, as a percentage of its respective net sales, decreased in 2007 as compared with 2006, due to lower repair rates experienced under existing maintenance contracts by Satellite Communications and LXE.
SG&A, as a percentage of consolidated net sales, increased slightly from 25.4% to 25.9%. The increase in the SG&A percentage and the $8.2 million increase in SG&A expenditures related to: (1) efforts to support the growth in net sales, (2) the effect of changes in foreign currency exchange rates on the reported costs of LXE and Satellite Communications, and (3) an increase of approximately $550,000 in the allowance for doubtful accounts at Satellite Communications.
R&D expenses increased by $3.0 million mainly due to additional internal development programs for new product introductions by LXE, and next-generation products at Satellite Communications. R&D expenses also increased due to the effect of changes in foreign currency exchange rates on the reported costs of Satellite Communications.
Interest income increased by $3.1 million in additional interest income earned from higher average investment balances. This was primarily due to the $49.9 million received from the sale of the EMS Wireless division in December 2006.
Our foreign currency derivative program was somewhat less effective in reducing the currency risk related to the timing of the growth in foreign sales in 2007, resulting in greater foreign exchange losses in 2007 as compared with 2006.
The Company’s effective tax rate for 2007 was 9.8%, as compared with the pro forma effective rate of 30% (excluding the benefit of a $3.3 million recognition of estimated research and development credits generated in the U.S., and a $1.7 million benefit realized from the reduction of the valuation allowance based on the expected continuing profitability of Satellite Communications) for 2006. This decrease in the effective income tax rate in 2007 was based mainly upon a higher proportion of profits earned in Canada and other foreign jurisdictions, where we have a much lower effective rate than in the U.S. The lower effective tax rates outside the U.S. are due to research-related tax benefits in Canada and generally lower marginal statutory rates in Europe.

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Net Sales, Cost of Sales, and Operating Income (Loss) by Segment Analysis
Our segment net sales,cost-of-sales as (as a percentage of respective segment net sales, and segmentsales), operating income (loss), and Adjusted EBITDA for the years ended December 31, 2009, 2008 2007 and 20062007 were as follows for each of our reportable operating segments (in thousands, except percentages):
            
             Years Ended December 31 
 Years Ended December 31  2009 2008 2007 
 2008 2007 2006 
Net sales:             
Communications & Tracking $158,952     112,517   89,968 
LXE  109,441   145,885   138,821 
Defense & Space $76,643 59,090 52,416   91,579   76,643   59,090 
LXE 145,885 138,821 138,001 
Satellite Communications 112,517 89,968 70,702 
              
Total $335,045 287,879 261,119  $359,972   335,045   287,879 
              
Cost of sales percentage:            
Communications & Tracking  61.7%  58.6%  55.9%
LXE  63.6   60.3   58.0 
Defense & Space  80.1   77.0   75.4 
        
Cost-of-sales percentage: 
Defense & Space  77.0%  75.4%  79.1%
LXE 60.3 58.0 58.5 
Satellite Communications 58.4 55.9 59.4 
Total 63.8 60.9 63.0   67.0   63.8   60.9 
        
Operating income (loss):             
Communications & Tracking $11,383   14,187   12,189 
LXE  (26,531)  2,861   7,067 
Defense & Space $6,381 4,876 2,572   7,314   6,381   4,876 
LXE 2,861 7,067 11,043 
Satellite Communications 14,187 12,189 6,170 
Corporate  (3,805)  (4,865)  (5,428)
Corporate & Other  (6,799)  (3,805)  (4,865)
              
Total $19,624 19,267 14,357  $(14,633)  19,624   19,267 
              
Adjusted EBITDA(1)
            
Communications and Tracking $24,326   19,122   15,244 
LXE  (3,379)  6,724   9,508 
Defense & Space  10,682   9,410   7,503 
Corporate & Other  1,623   (1,290)  691 
       
Total $      33,252          33,966         32,946 
       
(1) Adjusted EBITDA is considered a non-GAAP financial measure. See section entitled “Adjusted EBITDA” for an explanation of this measure and a reconciliation to net earnings (loss).
DefenseCommunications & Space:Tracking:Net sales reached an all-time-high of $76.6were $46.4 million higher in 2008, an increase of 29.7%2009 as compared with 2007. Customer orders2008. The increase was due to the sales generated from our recently acquired product lines, which contributed $64.7 million of additional net sales in 2008 were a record $125.7 million.2009. This increased sales order volume contributed to the increase in net sales as it allowed Defense & Space to expand its workforce to meet the order demand. A large military research project in 2008 was an individually significant contributor to thepartially offset by lower net sales increase. The strong order volume also left Defense & Space with a record backlog for long-term contracts of $114.9 million at December 31, 2008, a 75% increase from December 31, 2007. Net saleshigh-speed-data aeronautical products into the military and air transport markets in 2007 increased by 12.7%2009, as compared with 2006, mainly due to increased activity on U.S. military programs, and a significant commercial satellite program that began2008. Net sales from the business jet market were also lower in 2007. With the higher backlog at December 31, 2008, net sales are expected to increase in 2009.
Cost of sales as a percentage of net sales was higher in 20082009 as compared with 2007 as a result2008. Sales of a less favorable mix of contracts and an increasenew corporate aircraft have declined in the use of subcontractors to meet scheduling demands for certain military programs. Cost of sales as a percentage of net sales was lower in 2007 as compared with 2006 mainly2009 due to improved contract performancegeneral economic conditions and a high level of inventory of used aircraft. Positive customer acceptance of new equipment offerings in 2007.
Operating income improved by $1.5 million2009 helped to fuel sales of SwiftBroadband products. Revenues for 2008 included the development of the Inmarsat global satellite/GSM phone, which was concluded in 2008 and, by $2.3 million in 2007, as compared withtherefore, had no effect on the prior years primarily due to a higher margin contribution from an increase in net sales generated in both 2008 and 2007. Operating income also improved in 2007 as compared with 2006 due to a lower cost-of-sales percentage in 2007. Operating income, as a percentageresults of net sales, was 8.3% in both 2008 and 2007, and was 4.9% in 2006.
LXE:2009. Net sales in 2008 and in 2007 increased as compared with the preceding year resulting from an increased number of terminals shipped in the international markets, along with a favorable effect of changes in exchange rates that increased the reported net sales from international markets. Increased international sales more than offset the decline in net sales in the Americas. We believe that the softer Americas market reflects slower capital spending in a sluggish economy. The global economy may continue to be sluggish through 2009, which could delay capital spending decisions in both of LXE’s markets.

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Cost of sales as a percentage of net sales was higher in 2008 as compared with 2007 mainly as a result of a higher percentage of net sales generated from indirect channels, which has a higher cost-of-sales percentage than net sales generated from direct sales channels, partially offset by the favorable effects of changes in international currencies that increased our reported international net sales. Cost of sales as a percentage of net sales declined slightly in 2007 as compared with 2006, mainly due to lower repair rates experienced under existing maintenance contracts.
Operating income decreased by $4.2 million in 2008 as compared with 2007 primarily due to a lower margin contribution resulting from a less favorable cost-of-sales percentage, and an increase in SG&A expenses. SG&A expenses increased in 2008, as compared with 2007, mainly as a result of the unfavorable effects of changes in foreign currency exchange rates, as well as approximately $1.1 million of severance costs primarily related to staff reductions in LXE’s international operations in 2008. The increase in SG&A costs were partially offset by the impact of management’s cost reduction efforts begun in the second quarter of 2008. Operating income declined by $4.0 million in 2007 as compared with 2006, mainly due to higher SG&A expenses. SG&A expenses increased from the expansion of marketing and distribution in international markets, the effect of changes in foreign currency exchange rates, and the upgrade of LXE’s enterprise resource planning system in 2007. Operating income, as a percentage of net sales, decreased to 2.0% in 2008 from 5.1% in 2007, and decreased to 5.1% in 2007 from 8.0% in 2006.
Satellite Communications:Record net sales of $112.5 million were reported for 2008, an increase of 25.1% as compared with 2007, mainly as a result of the strong demand for high-speed-data aeronautical products from both commercial and military markets, and revenues generated from the development of the Inmarsat global satellite/GSM phone. Net
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Cost of sales increased by 27.2%as a percentage of net sales was higher in 20072009 as compared with 2006 due to2008. Thecost-of-sales percentage for 2009 was impacted by a strong market for Satellite Communications’ aeronautical products, especiallychange in the corporate jet market, as well as a major emergency management project begun at the endproduct mix and amortization costs of 2006.
intangible assets from our new product lines acquired in 2009. Cost of sales as a percentage of net sales was higher for 2008 as compared with 2007. The increase in cost of sales percentage was mainly related to cost increases on the Inmarsat global satellite/GSM phone project. In the second quarter of 2008, a $2.3 million reduction of revenueproject which was recorded resulting from an increase in estimated costs to complete the development efforts on this project, and in the fourth quarter of 2008, a $3.4 million charge was recorded related to an agreement to conclude Satellite Communications’ work on this project. These items that unfavorably affected the cost-of-sales percentage were partially offset by a more favorable product mix. Cost of sales, as a percentage of net sales, decreased
Operating income was $2.8 million lower in 20072009 as compared with 2006 mainly due to lower material2008. This was primarily as a result of higher SG&A expenses, additional intangible asset amortization costs from our new product lines, and a moreseverance charges of approximately $0.7 million in 2009, which offset the higher margin contribution from an increase in net sales generated, and the favorable product mix.
effects of foreign currency exchange rates in 2009. Operating income increased bywas $2.0 million higher in 2008 as compared with 2007 primarily due to a higher margin contribution from an increase in net sales generated in 2008. Operating income as a percentage of net sales declined slightly towas 7.2%, 12.6% in 2008 fromand 13.5% in 2007. Operating2009, 2008 and 2007, respectively.
Adjusted EBITDA of $24.3 million in 2009 was $5.2 million more than 2008, primarily due to the operating income before depreciation and amortization contributed by our new product lines acquired in 2009, and a $1.5 million favorable change in foreign currency gains and losses. Adjusted EBITDA increased by $6.0$3.9 million in 20072008 as compared with 2006,2007, mainly due to higher operating income contribution by SATCOM’s organic product lines and lower foreign currency exchange losses in 2008.
LXE: Net sales in 2009 were $36.4 million lower as compared with 2008, reflecting the impact of the slowdown in the global economy. Net sales decreased in both the International and Americas markets in 2009, as compared with 2008, resulting primarily from a lower number of terminals shipped in both markets. It was also lower due to the foreign currency translation effect on the reported net sales for LXE’s International market. Net sales in 2008 increased as compared with the preceding year resulting from an increased number of terminals shipped in the International market, along with a favorable effect of changes in foreign currency exchange rates that increased the reported net sales from International market. Increased International sales more than offset the decline in net sales in the Americas in 2008. We believe that the softer Americas and International markets reflect slower capital spending in a sluggish economy. The economy may continue to be sluggish in both the Americas and International markets in 2010, which could continue to delay customer capital-spending decisions.
Cost of sales as a percentage of net sales was higher in 2009 as compared with 2008, mainly due to lower production volume over which fixed costs were absorbed, a higher percentage of net sales generated from indirect channels which have a highercost-of-sales percentage than net sales generated from direct sales channels, and an unfavorable effect of changes in foreign currency exchange rates that affected our reported International net sales. Revenues are reported in the local functional currency but product costs are reported in the U.S. dollar, which was stronger in 2009 compared with 2008. Cost of sales as a percentage of net sales was higher in 2008 as compared with 2007 mainly as a result of a higher percentage of net sales generated from indirect channels, which has a highercost-of-sales percentage than net sales generated from direct sales channels, partially offset by the favorable effects of changes in international currencies that increased our reported international net sales.
LXE reported an operating loss of $26.5 million in 2009. This was a decrease in operating income of $29.4 million as compared with 2008 mainly due to an impairment loss on goodwill recorded in 2009 of $19.9 million, lower net sales recorded in 2009 and a less favorablecost-of-sales percentage. These impacts were partially offset by lower SG&A and R&D expenses. SG&A and R&D expenses were lower in 2009 by $8.6 million as compared with the same periods in 2008 reflecting the impact of management’s efforts to control spending. Lower SG&A expenses were primarily a result of staff reductions to realign LXE’s cost structure with the expected needs of the business, and the favorable effect of changes in foreign currency exchange rates on reported costs, partially offset by higher severance expenses. Lower R&D expenses were mainly a result of controlled spending through headcount reductions, redeploying development efforts offshore and the completion of certain internal development programs in 2009. Operating income decreased by $4.2 million in 2008 as compared with 2007 primarily due to a lower margin contribution resulting from a less favorablecost-of-sales percentage, and an increase in SG&A expenses. SG&A expenses increased in 2008, as
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compared with 2007, mainly as a result of the unfavorable effects of changes in foreign currency exchange rates, as well as approximately $1.1 million of severance costs primarily related to staff reductions in LXE’s international operations in 2008. The increase in SG&A costs was partially offset by the impact of management’s cost reduction efforts begun in the second quarter of 2008. Operating income as a percentage of net sales was negative 24.2%, and positive 2.0% and 5.1% in 2009, 2008 and 2007, respectively.
Adjusted EBITDA decreased in 2009 and in 2008 by $10.1 million and $2.8 million, respectively, as compared with the previous year, mainly due to lower operating income in both 2009 and in 2008.
Defense & Space: Net sales increased by $14.9 million in 2009, or 19.5%, compared to 2008. Net sales for 2008 were $17.6 million higher, or 29.7%, compared to 2007. The increases were mainly due to increased work performed on military programs in 2009 and 2008, and increased activity on commercial projects, including significant work to supply phase-shifter products for a military program, and antennas for systems that provide connectivity to the internet, live television programs and cellular services on-board commercial aircraft. The work performed on a large military satellite communications research project was an individually significant contributor to the net sales increase in both 2009 and 2008, but the work was completed early in the fourth quarter of 2009, and is not expected to contribute to future net sales. As a result, D&S began an operational transition and workforce reduction in the fourth quarter of 2009 to reduce capacity; however, the extent and cost of that transition will depend upon the success of business development efforts and the timing of orders. Order backlog of long-term contracts was $89.6 million at December 31, 2009, a decrease of $25.3 million from December 31, 2008. Customer orders in 2008 were a record $125.7 million. This increased sales order volume contributed to the increase in net sales as it allowed D&S to expand its workforce to meet the order demand. The strong order volume also left D&S with a record backlog for long-term contracts of $114.9 million at December 31, 2008, a 75% increase from December 31, 2007.
Cost of sales as a percentage of net sales was higher in 2009 and 2008 as compared with the previous years, mainly due to an unfavorable mix of contracts and an increase in costs from a higher volume of subcontracted projects utilized to meet scheduling demands for certain military programs. Cost of sales as a percentage of net sales was also higher in 2009 as compared with 2008 due to unfavorable contract performance experienced on certain programs in 2009.
Operating income improved by $0.9 million in 2009 as compared with 2008. Operating income improved mainly due to the increase in net sales generated in 2009, and lower SG&A expenses, partially offset by severance charges of approximately $1.6 million in 2009. Operating income improved by $1.5 million in 2008, as compared with 2007, primarily due to a higher margin contribution from an increase in net sales generated in 2007 and a lower cost-of-sales percentage.2008. Operating income as a percentage of net sales was 8.0% in 2009, and was 8.3% in both 2008 and 2007.
Adjusted EBITDA increased in 2009 and in 2008 by $1.3 million, and $1.9 million, respectively, as compared with the previous year, due to 13.5%an increase in 2007 from 8.7%operating income in 2006.both 2009 and in 2008.
Adjusted EBITDA
We also measure our performance based on the non-GAAP financial measure of earnings before interest expense, income taxes, depreciation and amortization, and before discontinued operations, impairment loss on goodwill, acquisition-related items and acquisition-related foreign exchange adjustment (“Adjusted EBITDA”).
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The following table is a reconciliation of net (loss) earnings (which is the most directly comparable GAAP operating performance measure) to Adjusted EBITDA and earnings (loss) from continuing operations before income taxes by segment, for 2009, 2008, and 2007 (in thousands):
                     
           Corp &
    
  C&T  LXE  D&S  Other  Total 
 
Year Ended December 31, 2009
                    
Net loss                                                     $ (20,065)
Loss from discontinued operations                  6,916 
Income tax benefit from continuing operations                  (4,266)
                     
Earnings (loss) from continuing operations before income taxes $12,141   (26,708)  7,315   (10,163)  (17,415)
Interest expense  68   93   -   2,020   2,181 
Depreciation and amortization  12,117   3,345   3,367   1,160   19,989 
Impairment loss on goodwill  -   19,891   -   -   19,891 
Acquisition-related items  -   -   -   7,206   7,206 
Acquisition-related foreign exchange adjustment  -   -   -   1,400   1,400 
                     
Adjusted EBITDA $24,326   (3,379)  10,682   1,623  $33,252 
                     
Year Ended December 31, 2008
                    
Net earnings                 $20,471 
Income tax benefit from continuing operations                  (682)
                     
Earnings (loss) from continuing operations before income taxes $13,971   2,955   6,347   (3,485)  19,789 
Interest expense  62   406   40   1,171   1,679 
Depreciation and amortization  5,089   3,363   3,023   1,023   12,498 
                     
Adjusted EBITDA $19,122   6,724   9,410   (1,291) $33,966 
                     
Year Ended December 31, 2007
                    
Net earnings                 $18,744 
Loss from discontinued operations                  503 
Income tax expense from continuing operations                  2,080 
                     
Earnings (loss) from continuing operations before income taxes $11,504   6,955   4,742   (1,874)  21,327 
Interest expense  121   348   141   1,343   1,953 
Depreciation and amortization  3,619   2,205   2,620   1,222   9,666 
                     
Adjusted EBITDA $15,244   9,508   7,503   691  $32,946 
                     
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 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 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
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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 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 generally accepted accounting principles (“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.
Discontinued Operations:In 2005
Our discontinued operations reported a loss before income taxes of $10.9 million in 2009. The loss was mainly a result of a $9.2 million liability recorded in 2009 for costs awarded for warranty claims under the provisions of the sales agreement of our former EMS Wireless division, and 2006,for legal costs associated with the defense of these claims.
Prior to 2007, we disposed of our former S&T/Montreal, SatNet, and EMS Wireless divisions, which have been reported as discontinued operations.divisions. The sales agreements for each of these disposals containscontained 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 Companyus 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, we 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, we accrued a liability for the awarded costs in discontinued operations in 2009. We accrue for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. The purchaser of EMS Wireless has asserted claims under such representations and warranties. We doPrior to the decision by the arbitrator, we did not believe that sufficient information existsexisted to evaluate such claims, and cannotcould not reasonably estimate the range of this potential liability, or determine whether such liability would be material. Therefore, no accrual has been recorded forThe interim award will not become final until the arbitrator determines awards of costs and attorneys’ fees, which the parties will be briefing in the near future. It is not possible at this potential liability astime to determine the amount of December 31, 2008.any additional award, but any such award would be reflected in discontinued operations when it becomes probable and estimable. We are assessing our options in response to the interim award. Legal costs of $1.5 million associated with the defense of this claim were also reflected in discontinued operations in 2009.
Discontinued
In 2008, discontinued operations had no net effect on our net earnings in 2008 andearnings. Our discontinued operations reported a loss before income taxes of $585,000$0.6 million in 2007, mainly due to additional costs incurred to resolvesettle various contingent items, as well as expenses for legal, audit, and other outside services for the sale of SatNet and EMS Wireless. In 2006,
We have 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. 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 for this guarantee. Without the guarantee, we estimate that our discontinued operations reported pre-tax earningsportion of $24.4 million, whichthe satellite service revenues will be less that the acquisition cost, and we have accordingly reflected a liability for the net cost in our consolidated balance sheet.
As of December 31, 2009, we have not made any 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 in discussions of a $26.9 million gain on the salepossible settlement under
43 of EMS Wireless. This105

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gainthese 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 would be 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 December 31, 2009.
In 2006, we completed the sale of our former SatNet division. The asset purchase agreement (“APA”) provided for the payment of $2.3 million of the aggregate consideration in an interest-bearing note to be repaid over a three-year period beginning in May 2007. As of December 31, 2009, approximately $1.1 million of this note receivable, excluding accrued interest, remained unpaid. The purchaser has indicated that it believes it has claims that offset the unpaid balance. We do not believe that these claims are valid according the terms of the APA and have filed an arbitration demand with the purchaser. We believe that the purchaser has the ability to pay the remaining balance of this note receivable, and that the receivable recorded in its consolidated balance sheet is fully collectible.
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 a significant order backlog that extends substantially beyond one fiscal quarter except for annual or multi-year maintenance service agreements. Our Communications & Tracking business has projects with both short delivery cycles, and delivery cycles that extend beyond the next twelve months. Our segment backlog as of December 31, 2009 and December 31, 2008 was partially offset by an operating lossas follows (in millions):
         
  December 31 
  2009  2008 
 
Communications & Tracking $          66.6             58.4 
LXE  22.0   12.6 
Defense & Space  89.6   114.9 
         
Total $178.2   185.9 
         
Included in the backlog of firm orders for our D&S segment was approximately $22.5 million and $48.4 million of unfunded orders, mainly for military contracts, as of December 31, 2009, and December 31, 2008, respectively. Of the orders in backlog as of December 31, 2009, the following are expected to be filled in 2010: Communications & Tracking – 70%; LXE – 80%; and D&S – 50%. LXE’s backlog as of December 31, 2009 was nearly double that of December 31, 2008 mainly due to a shortage of certain component parts from SatNet through its dateLXE’s suppliers which caused a delay in the fulfillment of disposition,LXE’s orders received in 2009. LXE is working closely with suppliers to identify and costs resulting fromimplement ways to resolve the resolution of contingent items for SatNet and S&T/Montreal, as well as legal, audit, and other outside service expenses.sourcing issues. LXE is expecting to increase critical parts inventories in 2010 to avoid further delays.
Liquidity and Capital Resources
During 2009, cash and cash equivalents decreased by $39.8 million to $47.2 million as of December 31, 2009. The primary factor contributing to the decrease during the period was cash utilized for our Formation and Satamatics acquisitions. Of the $47.2 million of cash as of December 31, 2009, $39.3 million is held by subsidiaries outside of the U.S. These undistributed earnings are considered to be permanently reinvested and are not available for use in the U.S.
Operating activities from continuing operations contributed $42.3 million in positive cash flows in 2009. Although we reported a loss from continuing operations loss of $13.1 million in 2009, that loss included noncash charges for depreciation and amortization of $20.0 million and an impairment loss on goodwill of $19.9 million. We experienced good customer collections during the period and were able to lower inventory levels. Acquisition-related charges of $3.1 million paid in 2009 are included as reductions of cash provided by operating activities in the consolidated statement of cash flows. Discontinued operations used cash of
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$0.6 million mainly for legal fees to defend us against claims made by the purchaser of our EMS Wireless division, net of tax benefits.
During 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 used $13.4 million for purchases of capital equipment, the expansion of D&S’s facility, and to upgrade the enterprise reporting system at LXE in 2009.
During 2008, cash and cash equivalents decreased by $47.0 million to $87.0 million atas of December 31, 2008. The primary uses of cash during the period included $31.6 million of cash used to acquire our Trux and Sky Connect businesses, $13.9 million for purchases of capital equipment and the expansion of D&S’s facility, and $9.8$10.0 million to repurchase common shares under our share repurchase program.
Continuing operating activities contributed $16.5 million in positive cash flows.flows in 2008. Net earnings of $20.5 million and noncash charges, primarily depreciation and amortization of $12.5 million and stock-based compensation of $2.3 million, were partially offset by increases in working capital.
During 2007, cash flow from continuing operating activities increased to $42.1 million mainly due to the net earnings reported by each of our threefour segments, and significant collections of receivables by D&S and LXE. The $3.3 million of net cash used in operating activities in discontinued operations was mainly for payments of working capital adjustments in accordance with the terms of the sales agreements for our former SatNet and EMS Wireless.
During 2006, financing activities from continuing operations generated $35.2 million in positive cash flow. The $35.2 million primarily resulted from the $58.7 million in net proceeds received from the Company’s public stock offering of 3,795,000 shares, offset by the repayment of all of the Company’s borrowings under its U.S. and Canadian revolving credit facilities. The $49.9 million, $5.5 million, and $3.2 million in net cash received in 2006 from the sale of EMS Wireless, SatNet, and S&T/Montreal, respectively,
We have been included in cash flows from investing activities.
The Company invested the remaining proceeds from its stock offering along with the proceeds received in 2006 from the sale of SatNet and EMS Wireless in a government-obligations money market fund, in other money market instruments, and in interest-bearing deposits. These investments are all highly liquid and include debt instruments with an initial or remaining term of less than three months. These funds are being used, along with the available credit facility borrowings, to pursue strategic opportunities in markets and products.
On February 29, 2008, we entered into a new revolving credit agreement with a syndicate of banks. This new agreement replaced the previous U.S. revolving credit and Canadian revolving credit agreements. Under the new agreement, we have $60.0$60 million total capacity for borrowing in the U.S. and $15.0$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 $50.0$50 million with additional commitments from the current lenders or from new lenders. The existing lenders have no obligation to increase their commitments. The credit agreement provides for borrowings through February 28, 2013, with no principal payments required prior to that date. The credit agreement is secured by substantially all of our tangible and intangible assets, with certain exceptions for real estate that secures existing mortgages, other permitted liens and for certain assets in foreign countries.
As of December 31, 2008,2009, we had no$18.5 million of borrowings outstanding under this facility. We had $2.0$2.5 million of outstanding letters of credit at December 31, 2008,2009, and the net total available for borrowing under our revolving credit facility was $73.0$54.0 million.
We expect that capital expenditures in 20092010 will range from $20$12 million to $22$14 million, excluding acquisitions of businesses. These expenditures will be used to purchase equipment that increases or enhances capacity and productivity, and to expand D&S’s existing facility to accommodate its growing business.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 agreement will provide sufficient liquidity to meet the operating and capital expenditure needs for existing operations during the next 12twelve months.

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On July 29, 2008, our Board of Directors authorized a stock repurchase program for up to $20.0$20 million of our common shares. In 2008, weWe repurchased approximately 474,000 of our495,000 common shares for approximately $9.8 million.$10.1 million under this program as of December 31, 2009.
During 2008, we
We will make additional cash payments in 2010 of $13.7 million related to acquisitions completed acquisitions of two entities. The cost of the acquired entities was approximately $33 million, which could potentially increase by up to $3.5 millionin 2009 based upon an acquired entity achieving certainthe achievement of performance targets for 2009. Please referin 2009, and an agreement to settle the 2010 earn-out amount. Refer to Note 32 of the consolidated financial statements provided immediately following the signature page of this Annual Report on Form 10-K for additional information.information on these acquisitions.
Subsequent to December 31, 2008,
In March of 2010, we usedreceived an interim decision from the arbitrator on claims made by the purchaser of our former EMS Wireless division. The arbitrator awarded the purchaser a total of approximately $45$9.2 million of cash and $41 million of borrowings under our revolving credit agreement to acquire Formation, Inc. of Moorestown, New Jersey, and Satamatics Global Limited, of Tewkesbury, UK. The costthe warranty provisions of the acquired entities was approximately $86 million, which could potentially increase by uppurchase agreement. We have sufficient cash resources to approximately $15 million based upon achieving certain performance targets for 2009 and 2010, and is subject to adjustment upon finalizing the closing balance sheet for Satamatics. Refer to Note 3pay this award.
45 of the consolidated financial statements included in this Annual Report on Form 10-K for additional information.105


Off-Balance Sheet Arrangements
We have $2.0$2.5 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 failfailed to meet certain contractual requirements. After deducting the outstanding letters of credit, as ofat December 31, 20082009 we had $60.0$41.5 million available for borrowing in the U.S. and $13.0$12.5 million available for borrowing in Canada under the revolving credit agreement.facility.
During 2008,2009, we completed acquisitions of two entities for approximately $33 million, and we completed acquisitions of two additional entities subsequent to December 31, 2008 for approximately $86 million. The total purchase price for these entities could potentially increase by up to $18.5 million based upon certain of the acquired entities achieving certain performance targets for 2009 and 2010.entities. Of the total purchase price $16.0of these businesses, $10.2 million of cash was depositedis in escrow through an escrow agent. The amount in escrowaccounts and is payable to the sellers within approximately 18 monthsspecified periods following the respective dates of acquisition, subject to claims we may make against the sellers.
The sales agreements for the disposal of our former S&T/Montreal, SatNet, and EMS Wireless divisions contain standard indemnification provisions for various contingencies that could not be resolved before the dates of closing and for various representations and warranties by the purchasers and us. 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, we 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, we accrued a liability for the awarded costs in discontinued operations in 2009. We accrue for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. The purchaser of EMS Wireless has asserted that it may have claims under such representations and warranties. We doPrior to the decision by the arbitrator, we did not believe that sufficient information existsexisted to evaluate such claims, and cannotcould not reasonably estimate the range of this potential liability, or determine whether such liability would be material. Therefore, no accrual has been recorded forThe interim award will not become final until the arbitrator determines awards of costs and attorneys’ fees, which the parties will be briefing in the near future. It is not possible at this potentialtime to determine the amount of any additional award, but any such award would be reflected in discontinued operations when it becomes probable and estimable.
Also as part of the agreement to sell the net assets of S&T/Montreal, we released the purchaser from a corporate guarantee, and have reported a noncurrent liability in the consolidated balance sheet as of December 31, 2008.

342009. This liability represents our estimated loss under an agreement to acquire a license from the purchaser for $8 million in payments over a seven-year period for the rights to a certain satellite territory and a corresponding sublicense agreement that granted the territory rights back to the purchaser, under which we will receive a portion of 82

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; however, having released the guarantee, we currently estimate that our portion of the satellite service revenues will be less than the acquisition cost, and we have accordingly reflected a net liability as current in the consolidated balance sheet.
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Commitments and Contractual Obligations
Following is a summary of the Company’sour material contractual cash commitments as of December 31, 20082009 (in thousands):
                                        
 Payments due by period 
Payments due by period
 
 Less than 1-3 4-5 After 5   Less than
 1-3
 4-5
 After 5
 
 Total 1 year years years years 
Total
 
1 year
 
years
 
years
 
years
 
Long-term debt, excluding capital lease obligations (1) $10,542 1,294 2,830 3,363 3,055 
Capital lease obligations 10 8 2   
Purchase commitments (1) $34,028   33,946   82   -   - 
Long-term debt, excluding capital lease obligations (2)  27,748   1,396   3,052   21,359   1,941 
Operating lease obligations 21,978 4,142 6,605 4,315 6,916   24,963   5,160   8,281   5,630   5,892 
Acquisition costs for earn-out provisions 1,500 1,500      13,729   13,729   -   -   - 
License to acquire satellite service  8,000   2,000   2,000   2,000   2,000 
FIN 48-Uncertain tax positions
  2,019   2,019   -   -   - 
Deferred compensation agreements 584 122 281 81 100   709   156   198   34   321 
FIN 48-Uncertain tax positions 2,949 2,949    
License to acquire satellite service 8,000 1,000 2,000 2,000 3,000 
Purchase commitments (2) 45,534 40,495 5,039   
(1)Excludes interest payments on long-term debt. Future interest expense is unpredictable and varies depending on the level of borrowings outstanding, and the timing of repayments, and therefore has not been included from the above table. Interest payments in 2008 were approximately $1.1 million. There was no accrued interest at December 31, 2008.
(2)Purchase commitments primarily represent existing commitments under purchase orders or contracts to purchase inventory and raw materials for our products. Most of these purchase orders and contracts can be terminated for a fee that is either fixed or based on when termination occurs.
(2)Excludes interest payments on long-term debt. Future interest expense is unpredictable and varies depending on the level of borrowings outstanding, and the timing of repayments, and therefore has not been included in the above table. Interest payments in 2009 were approximately $1.5 million. There was no accrued interest as of December 31, 2009.
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which often require the judgment of management in the selection and application of certain accounting principles and methods. We consider the following accounting policies to be critical to understanding our consolidated financial statements, because the application of these policies requires significant judgment on the part of management, and as a result, actual future developments may be different from those expected at the time that we make these critical judgments. We have discussed these critical accounting policies with the Audit Committee.
Revenue recognition
Revenue recognition for fixed-price, long-term contracts is a critical accounting policy involving significant management estimates by D&S, and Satellite Communications.Communications & Tracking. Long-term contracts use the ratio of cost-incurred-to-date to total-estimated-cost-at-completion as the measure of performance that determines how much revenue should be recognized (“(“percentage-of-completion” method of accounting). Cost incurred and estimates of cost to complete include overhead expenses, which are applied at a budgeted rate; the budgeted overhead rate has historically been closely comparable with the periodic actual overhead rate, but any budget-versus-actual rate variance during an accounting period is expensed in that period, with no effect on revenues recognized.
The determination of total estimated cost relies on engineering estimates of the cost to complete the contract, with allowances for identifiable risks and uncertainties. If changes in engineering estimates result in an expected cost overrun but not an overall loss on the contract (i.e., the estimated cost to complete exceeds the revenue to be recognized on the remainder of the contract), then revenuerecognized-to-date will be adjusted downward, so that the revenue to be recognizedaccordingly based on the remainderapplication of the contract will equalpercentage-of-completion method. If changes in engineering estimates result in the total estimatedcost-at-completion in excess of total contact value, the entire estimated cost to complete.loss is immediately recognized. Engineering estimates are frequently reviewed and updated; however,
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unforeseen problems can occur to substantially reduce the rate of future revenue recognition in relation to costs incurred.
Billings under a long-term contract are often subject to the accomplishment of contractual milestones or specified billing arrangements that are not directly related to the rate of costs being incurred under a contract. As a result, revenue recognized underpercentage-of-completion for any particular period may vary from billings for the same

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period. As of December 31, 2008, the Company2009, we had recognized a cumulative total of $31.0$33.1 million in revenues from continuing operations underpercentage-of-completion accounting, for which revenues were unbilled as of that date due to the billing milestones specified in the respective customer contracts. This is included in estimated earnings in excess of billings on long-term contracts and other non-current assets in our consolidated balance sheets. We had also recognized $9.6 million in billings in excess of contract costs and estimated earnings on long-term contracts. This is included in noncurrent liabilities in our consolidated balance sheets.
Net sales under cost-reimbursement contracts in D&S are recorded as costs are incurred and include an estimate of fees earned under specific contract terms. Costs incurred include overhead, which is applied at rates approved by the customer. Fixed fees are earned ratably over the life of a contract. Incentive fees are based upon achievement of objective criteria for technical product performance or delivery milestones, although such fees may also be based upon subjective criteria (for example, the customer’s qualitative assessment of the Company’sour project management). In all cases related to incentive fee arrangements, the Company doeswe do not record revenue until the fee has been earned under the terms of the contract.
We recognize revenue from product-related service contracts, and extended warranties, ratably over the life of the contract. Amounts paid by customers at the inception of the extended warranty period are reflected as deferred revenue with the portion estimated to be recognized as revenue within the next twelve months reflected in other current liabilities in the consolidated balance sheets and the remainder reflected in noncurrent liabilities. We recognize revenue from repair services and tracking, voice and data services as services are rendered. We recognize revenue from contracts for engineering services using thepercentage-of-completion method for fixed price contracts, or as costs are incurred for cost-type contracts.
Net sales under all other contractsarrangements are recognized when units are shipped or services are performed, unless multiple deliverables are involved or software is more than incidental to a product as a whole (mainly experienced at Satellite Communications)Communications & Tracking), in which case we recognize revenue in accordance with either FASB EITF Issue No. 00-21,ASC Subtopic605-25,Revenue Recognition-Multiple-Element Arrangements with Multiple Deliverables, or AICPA Statement of Position No. 97-2,ASC Subtopic985-605,Software RevenueSoftware-Revenue Recognition,as applicable. Net sales do not include sales tax collected.
Inventory valuation
We reduce the carrying amount of our inventory for estimated obsolete and slow-moving inventory to its estimated net realizable value based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional adjustments could be required. Such adjustments reduce the inventory’s cost basis, and the cost basis is not increased upon any subsequent improvementincreases in the inventory aging.estimated net realizable value.
Evaluation of fair value measurements
We adopted ASC Topic 820,Fair Value Measurements and Disclosures, for financial assets and liabilities on January 1, 2008, and for non-financial assets and liabilities on January 1, 2009. This guidance clarifies 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, the new 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;
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•  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.
Business combinations
We account for business combinations in accordance with the provisions of ASC Topic 805,Business Combinations(“ASC 805”). The provisions of ASC 805 were previously contained in Statement of Financial Accounting Standards (“SFAS”) No. 141,141(R),Business Combinations. Under thoseThese provisions require that identifiable assets acquired and liabilities assumed be reported at fair value as of the Company allocatesacquisition date of a business combination. Transaction costs are expensed as incurred, and are classified within cash flows from operating activities in the costconsolidated statement of cash flows. Costs associated with restructuring or exit activities of an acquired entity toare also expensed when incurred. Contingent consideration in a business combination is recognized at fair value at the acquisition date as a liability or as equity. Subsequent adjustments of an amount recognized as a liability, including accretion of the discounted liability, are recognized in the statement of operations.
ASC 805 requires that we recognize and measure deferred tax assets or liabilities arising from assets acquired based on their estimated fair values at the date of acquisition. The costand liabilities assumed to be allocated includes consideration paidaccounted for in accordance with the provisions of ASC Topic 740,Income Taxes, with appropriate allowances for uncertain tax positions and valuation allowances against deferred tax assets. Subsequent changes to valuation allowances against deferred tax assets after the sellers, including cash and the fair value of assets distributed; the fair value of liabilities assumed; and direct costs of the business combination (e.g., legal and professional fees). Indirect and general expenses related to business combinationsmeasurement period are expensed as incurred. Certain agreements to acquire entities include potential additional consideration that is payable contingent on the acquired company maintaining or achieving specified earnings levels in future periods. When the contingency is resolved and additional consideration is distributable, we record the fair value of the consideration issued or issuablerecognized as an additional cost of the acquired entity. SFAS No. 141(R)Business Combinations, discussed under the caption “Effect of New Accounting Pronouncements” below, will change our accounting for business combinations effective January 1, 2009.adjustment to income tax expense.
An intangible asset is recognized as an asset apart from goodwill if it arises from contractual or other legal rights or if it is separable, that is, it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged. Goodwill represents the excessis recognized as a result of the cost of each acquired entity over the amounts assigneda business combination to the tangible andextent the consideration transferred exceeds the acquisition-date amounts of identifiable intangible assets acquired and liabilities assumed. assumed, determined in accordance with the provisions of ASC 805.
In accordance with SFAS No. 142,ASC Topic 350,Intangibles – Goodwill and Other Intangible Assets(“ASC 350”), goodwill and intangible assets acquired in a business combination and determined to have indefinite useful lives are not being amortized, but instead are evaluated for impairment annually, and between annual tests if an event occurs or circumstances change whichthat indicate that the asset might be impaired.
The Company completes its annual evaluation of goodwill for impairment in the fourth quarter of each fiscal year. SFAS No. 142
ASC 350 requires that if the fair value of a reporting unit is less than its carrying amount, including goodwill, further analysis is required to measure the amount of the impairment loss, if any. The amount by which the reporting unit’s carrying amount of goodwill exceeds the implied fair value of the reporting unit’s goodwill, determined in accordance with SFAS No. 142,ASC 350, is to be recognized as an impairment loss.

36 During 2009, we changed the annual impairment testing date from December 31 to the first day of 82

our twelfth reporting period in the fiscal year. We believe this change is preferable since it provides additional time prior to our year-end to complete the goodwill impairment testing and report the results in our Annual Report onForm 10-K.


In accordance with SFAS No. 142,ASC 350, intangible assets, other than those determined to have an indefinite life, are amortized to their estimated residual values on a straight-line basis, or on the basis of expected economic benefit, over their estimated useful lives. These intangible assets are reviewed for impairment in accordance with SFAS No. 144,ASC Subtopic360-35,Accounting for the Impairment or Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of an asset to be held and used is measured by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its fair value. An asset to be disposed of would be reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. Cash flow projections, although subject to a degree of uncertainty, are based on management’s estimates of future performance, giving consideration to existing and anticipated competitive and economic conditions.
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Evaluation of long-lived assets for impairment
All long-lived assets on the consolidated balance sheet are periodically reviewed for impairment. If an indication of impairment arises, we test recoverability by estimating the cash flows expected to result from the long-lived assets under several different scenarios, including the potential sale of assets, as well as continued holding of the assets under several different kinds of business conditions.
Evaluation of goodwill for impairment
We have four reporting units with goodwill from prior acquisitions reported on the balance sheet at December 31, 2009. In completing the annual test for impairment in the fourth quarter of 2009, the estimated fair value of three of our four reporting units with goodwill exceeded the carrying amount. The determination of estimated fair value includes a number of assumptions that drive the value and these assumptions inherently include a level of uncertainty. Future events, circumstances, or both, could have a negative effect on the fair value of any or all of the reporting units which could result in the fair value not exceeding the carrying amount in future tests. If this were to occur, we would be required to measure the amount, if any, of an impairment loss of goodwill.
For our LXE reporting unit, the estimated fair value did not exceed the carrying amount. Therefore, we completed step two of the impairment testing process to measure the amount of the impairment loss. While the carrying amount exceeded the estimated fair value by only $6.0 million, the impairment loss was measured as $19.9 million. The requirements to determine the impairment loss stipulate that the estimated fair value of all assets and liabilities of the reporting unit be determined similar to the method used in a business combination. The aggregate fair value of the assets and liabilities, including those not reflected in the carrying amount, is compared to the estimated reporting unit fair value with the difference being implied goodwill. The excess of goodwill on the balance sheet and this implied goodwill is the impairment loss. For a reporting unit with unrecognized intangible assets or other assets whose fair value exceeds the carrying amount, the impairment loss will exceed the reporting unit fair value deficiency since the accounting rules do not allow for a step up in fair value for these other assets in this process. The LXE reporting unit was last tested for impairment as of the end of the first quarter in 2009. At that time no impairment of goodwill was indicated. LXE’s results for the remainder of the year improved from the first quarter, however, they were somewhat below revised expectations. In developing the 2010 operating plan for the reporting unit, and the longer-term cash flow projections, the cash flows are now projected to be less than previously estimated. Furthermore, the discount rate used to determine the present value of the estimated future cash flows is now higher.
The amount of goodwill for each reporting unit that passed the initial step of the impairment test as of December 31, 2009, and the percentage by which the estimated fair value exceeded the carrying amount of the reporting unit is as follows (dollars in thousands):
         
     Estimated
 
     Fair Value in
 
  Reported
  Excess of
 
  Goodwill  Carrying Amount 
    
 
Formation $          24,060   5.9 %
Satamatics  23,429   2.5 
Sky Connect  11,048   11.0 
Each of these reporting units was recently acquired. At the acquisition date, the carrying amount of a reporting unit is equal to its purchase price. Therefore, a significant excess would not be expected for a recently acquired reporting unit. The key assumptions that drive the estimated fair value of the reporting units include future cash flows from operations, the discount rate applied to those future cash flows, determined from a weighted-average cost of capital calculation, and EBITDA and revenue multiples using guideline comparable companies. The future cash flows include additional key assumptions relating to revenue growth rates, margins and costs. The estimated revenue growth rates for each of these reporting units are in excess of anticipated inflation and industry forecasts in general since the revenues of these reporting units have been
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negatively impacted by the global economic environment in recent years so we expect a recovery to impact revenues favorably. Furthermore, several of these reporting units operate in growing markets. In addition, our reporting units are introducing a number of new products in the near future that we expect to be well received in the market. In the near term, we believe that these reporting units will see the impact of a rebounding economy over the next two years that will support such growth projections. Actual future results could differ materially from these estimates which could have a negative effect on fair value. Particularly, if the markets served by these reporting units do not expand as we expect, the fair value of one or more of the reporting units could be determined to be below the carrying amount.
The carrying amount of consolidated net assets on our balance sheet as of the goodwill impairment testing date exceeded the market capitalization of our common stock by approximately 30% prior to recording the $19.9 million loss on impairment of goodwill for LXE. At December 31, 2009, the carrying amount of net assets exceeded the market capitalization by 7%. At March 26, 2010, the market capitalization of our common stock was 14% higher than the December 31, 2009 level.
Evaluation of contingencies related to discontinued operations
In 2005 and 2006, we disposed of S&T/Montreal, SatNet, and EMS Wireless, all of which have been reported as discontinued operations. In 2007, the expensesThe costs reported under discontinued operations in 2007 and 2009 mainly related to the resolution of various contingencies, representations or warranties under standard indemnification provisions in the sales agreements. The Company recordsWe record a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. The amounts we have accrued related to the expected resolution of the dispositions of discontinued operations that could vary from the actual amounts.
Management believes that it is reasonably possible, but not probable, that additional accruals may be made, in particular, for a potential liability resulting from claims under representations and warranties asserted by the
The purchaser of EMS Wireless.Wireless asserted claims under such representations and warranties. The Company doesparties agreed to arbitration, which commenced in the third quarter of 2009. In March of 2010, we 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, we accrued a liability for the awarded costs in discontinued operations in 2009. We accrue for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. Prior to the decision by the arbitrator, we did not believe that sufficient information existsexisted to evaluate such claims, and cannotcould not reasonably estimate the range of this potential liability, or determine whether such liability would be material. Therefore, no accrual has been recorded forThe interim award will not become final until the arbitrator determines awards of costs and attorneys’ fees, which the parties will be briefing in the near future. It is not possible at this potential liability astime to determine the amount of December 31, 2008.any additional award, but any such award would be reflected in discontinued operations when it becomes probable and estimable.
Income taxes
As part of the process of preparing our consolidated financial statements, we are required to determine income taxes related to each of the jurisdictions in which we operate. This process involves estimating current tax expense, together with assessing temporary differences resulting from differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. These differences result in deferred tax assets and liabilities in our consolidated balance sheet.
For all deferred tax assets that exist in relation to an uncertain tax position, we must determine the amount of that benefit to recognize in accordance with the recognition and measurement provisions of FASB Interpretation No. 48 (“FIN 48”),Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109(which is now included in ASC Subtopic740-10-05,Income Taxes). This determination requires judgments to be made regarding the likelihood that the position would be sustained upon examination based on the technical merits of the position and estimates of the amount to be realized upon settlement. A portion of the unrecognized tax benefits that exist at December 31, 20082009 would affect our effective tax rate in the
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future if recognized. In 2009 we lowered the amount of unrecognized benefits by $1.9 million related to prior-year research and development credits in the U.S. after completion of an Internal Revenue Service examination.
We must also assess the likelihood that the deferred tax assets in each jurisdiction will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance against the deferred tax assets. In determining the required level of valuation allowance, we consider whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. This assessment is based on management’s expectations as to whether sufficient taxable income of an appropriate character will be realized

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within tax carryback and carryforward periods. Our assessment involves estimates and assumptions about matters that are inherently uncertain, and unanticipated events or circumstances could cause actual results to differ from these estimates. Should we change our estimate of the amount of deferred tax assets that we would be able to realize, a change to the valuation allowance would result in an increase or decrease to the provision for income taxes in the period in which such change in estimate wasis made.
Our most significant amount of deferred tax assets relates to our Canadian operations, primarily from research-related tax benefits. A valuation allowance has been established for a portion of the Canadian deferred tax assets. It had been management’s expectation until 2005 that our Canadian operations would generate enough research-related tax benefits each year to offset any Canadian federal tax liability for any given year. As a result, we had reserved substantially all the net deferred tax assets associated with these research-related tax benefits (totaling approximately $40.8 million at the beginning of 2005), because the extent to which these deferred income tax assets were to be realized in the future was uncertain.
With the disposal of unprofitable operations beginning in 2005 and the improving profitability of continuing operations in Canada, the Companywe have reassessed the required amount of valuation of itsallowance against our research-related deferred tax assets in Canada. The Company concludedCanada each year. We have made adjustments each year in both 2005 and 2006 that future pre-tax profitability in Canada was expected to increase, and qualified research in Canada was expected to decrease. As a result of these factors, during 2006 and 2005, we released $1.7 million and $400,000, respectively, of the valuation allowance since we expected to utilize additional research-related deferred tax assets. We did not further reduce the valuation allowance in 2007 becausewhich we concluded that noit was more likely than not that additional taxable income could be reliably estimated to realize any additional deferred tax assets. Legislation enacted in 2007 to harmonize the tax regimes of the province of Ontario and the Canadian federal government, and the resulting uncertainty caused by harmonization regarding the future availability of certain deferred tax assets, were among the factors considered by management. In 2008, the uncertainty relating to the harmonization was resolved and our Canadian operation continued profitability. Therefore, an additional $1.3 million of the valuation allowance was released based on projected taxable income in the relatively near term. Due to the length of time until all of the deferred tax assetsbenefits would be realized and the uncertainty that exists in the current global economy, the release in 2008 was limited to that amount.based on an assessment of all available evidence. The valuation allowance maycould be reduced furtherincreased or decreased in the future, — resultingwhich would result in an income tax expense or benefit toin future consolidated statements of operations —operations. A benefit could result if profitability expectations for our Canadian operations continueincrease.
We also have net deferred tax assets in the U.S., including net operating loss and research and development credit carryforwards from acquired companies. We completed our assessment in 2009 and determined that no valuation allowance was necessary for those deferred tax assets based on a consideration of all available evidence about sources of taxable income. We will make an evaluation of the likelihood of realization each reporting period in the future, and we could determine that a valuation allowance is necessary against all, or a portion, of the these deferred tax assets.
Stock-based compensation
We measure compensation expense based on estimated fair values of all share-based awards to increase.

38our employees and directors. We estimate the fair value of 82

stock options on the date of grant using the Black-Scholes option valuation model. Stock-based compensation is recognized on a straight-line basis over the requisite service period for each separately vesting portion of an award as if the award was, in substance, multiple awards. We estimate future forfeitures based on historical experience and review such estimates periodically and adjust expense recognition accordingly.
The Black-Scholes option valuation model requires additional estimates and assumptions, including expected stock price volatility, expected term, and forfeitures rates. Our estimated expected volatility is based on historical volatility of our stock over a period equal to the expected term. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding. Forfeitures are based on actual forfeiture rates experienced.
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Risk Factors and Forward-Looking Statements
The Company has included forward-looking statements in management’s 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 the Company’sour principal markets;
 
     difficulty predicting the timing of receipt of major customer orders, and the effect of customer timing decisions on the Company’s quarterlyour results;
 
 our successful completion of technological development programs by the Company and the effects of technology that may be developed by, and patent rights that may be held or obtained by, competitors;
 
     U.S. defense budget pressures on near-term spending priorities;
 
     uncertainties inherent in the process of converting contract awards into firm contractual orders in the future;
 
     volatility of foreign 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 Company’s non-U.S. operations,U.S., as well as the potential for realizing foreign exchange gains and losses associated with non-U.S. assets or liabilities held by the Company;denominated in foreign currencies;
 
     successful resolution of technical problems, proposed scope changes, or proposed funding changes that may be encountered on contracts;
 
     changes in the Company’sour 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;earnings and the extent to which determined tax assets are considered realizable;
 
     successful transition of products from development stages to an efficient manufacturing environment;
 
     changes in the rate at which the Company’sour products are returned for repair or replacement under warranty;
 
     customer response to new products and services, and general conditions in the Company’sour target markets (such as logistics and space-based communications), 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;
    the success of certain of the Company’sour customers in marketing our line of high-speed commercial airline communications products as a complementary offering with their own lines of avionics products;
 
     the continued availability of financing for our customers’ major programs, such as satellitevarious mobile and high-speed data communications systems;
 
     risk that the recent turmoilunsettled conditions in the credit markets may make it more difficult for some customers 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;

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     the demand growth for various mobile and high-speed data communications services;
 
 the Company’sour ability to attract and retain qualified senior management and other personnel, particularly those with key technical skills;
 
     our ability to negotiate successfully with potential acquisition candidates, finance acquisitions, or effectively integrate theour acquired businesses, products or technologies into the Company’sour existing businesses and products, and the risk that any such acquired businesses, products or technologies do
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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, by the Company, and obligations assumed by purchasers, in connection with the Company’sour dispositions of discontinued operations;
 
     the availability, capabilities and performance of suppliers of basic materials, electronic components and sophisticated subsystems on which the Companywe must rely in order to perform according to contract requirements, or to introduce new products on the desired schedule; and
 
     uncertainties associated with U.S. export controls and the export license process, which restrict the Company’sour ability to hold technical discussions with customers, suppliers and internal engineering resources and can reduce the Company’sour ability to obtain sales from foreign customers outside the U.S. or to perform contracts with the desired level of efficiency or profitability.
Additional information concerning these and other potential risk factors is included in Item 1A. of this Annual Report onForm 10-K under the caption “Risk Factors.”

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Effect of New Accounting Pronouncements
—  Recently Issued Pronouncements Not Yet Adopted
In September 2006,October 2009 the FASB issued SFAS No. 157,Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. SFAS No. 157 applies only to fair-value measurementstwo Accounting Standards Updates (“ASU”) that are already required or permitted by other accounting standards and is expected to increase the consistency of those measurements. The Company prospectively adopted the effective provisions of SFAS No. 157 on January 1, 2008, as required for financial assets and liabilities. The adoption has not had a material impact on the Company’s 2008 consolidated financial statements. In accordancecould result in revenue being recognized earlier in certain revenue arrangements with SFAS No. 157, the Company has expanded its disclosures regarding the fair values of financial assets and liabilities.
In February 2008, the FASB issued FSP No. 157-1,Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,and FSP No. 157-2,Effective Date of FASB Statement No. 157. FSP No. 157-1 amends SFAS No. 157 to exclude SFAS No. 13,Accounting for Leases, and its related interpretive accounting pronouncements that address leasing transactions. FSP No. 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those thatmultiple deliverables. Both updates are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the first quarter of 2009 for the Company. The implementation of SFAS No. 157 for the Company’s nonfinancial assets and nonfinancial liabilities is not expected to have a material impact on the Company’s 2009 consolidated financial statements. However, the determination of fair value for purposes of accounting for business combinations and for conducting periodic assessments of goodwill and other long-lived assets for impairment will be made using the definition of fair value prescribed by SFAS No. 157.
In December 2007, the FASB issued SFAS No. 141(R),Business Combinations. SFAS No.141(R) significantly changes the accounting for business combinations for which the acquisition date is on or after January 1, 2009, by requiring an acquiring entity to recognize all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair value. Additionally, SFAS No. 141(R) modifies the accounting treatment for certain specified items related to business combinations (e.g., acquisition-related costs, restructuring costs, research and development assets, contingent consideration, and changes in valuation allowances for deferred tax assets), and requires a substantial number of new disclosures. SFAS No. 141(R) is effective for the Company for business combinations for which the acquisition date is on or after January 1, 2009, and earlier adoption is prohibited. The Company adopted SFAS No. 141(R) on January 1, 2009. SFAS No. 141(R) will not affect the accounting for business combinations for which the acquisition date is prior to January 1, 2009, except that changes, if any, in the valuation allowance against deferred tax assets will be reflected in income tax expense. Any costs incurred as of December 31, 2008, related to potential acquisitions that did not have an acquisition date on or prior to December 31, 2008, that are included as an asset as of that date as required by the provisions of SFAS No. 141,Business Combinations, the predecessor to SFAS No. 141(R), will be reflected as an expense as of January 1, 2009. The Company estimates the expense to be reportedus in the first quarter of 20092011. Early adoption is permitted. We are evaluating when to be approximately $2.2 million. The Company is evaluatingadopt the additional effects, if any,updates and the implementation of SFAS No. 141(R)effect the adoption will have on the Company’sour consolidated financial statements in 2009.statements.
In December 2007,
ASU2009-13,Revenue Recognition – Multiple-Deliverable Revenue Arrangements,amends the FASB issued SFAS No. 160,accounting for revenue arrangements with multiple deliverables. Among other things, ASU2009-13:
•    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.
ASU2009-14,Noncontrolling Interests in Consolidated Financial StatementsSoftware – Certain Revenue Arrangements That Include Software Elements. SFAS No.160, amends the guidance for revenue arrangements that contain tangible products and software elements. ASU2009-14 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, noncontrolling ownership interests (previously referredamong other things, the existence of vendor-specific objective evidence of fair value of all undelivered items to as minority interests)allow a delivered item to be treated as a separate componentunit of equity, not asaccounting. Such tangible products excluded from the requirements of software revenue recognition requirements under ASU2009-14 would follow the revenue recognition requirements for other revenue arrangements, including the new requirements for multiple-deliverable arrangements contained in ASU2009-13.
In January 2010, the FASB issued guidance amending and clarifying requirements for fair value measurements and disclosures in 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 liability or as an other item outsidereconciliation of permanent equity. In addition, itall activity in Level 3. The guidance also requires that the amountdetailed disaggregation disclosure for each class of consolidated net earnings attributable to the parentassets and to the noncontrolling interests be clearly identifiedliabilities in all
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levels, and presented on the face of the statements of operations. SFAS No. 160disclosures about inputs and valuation techniques for Level 2 and Level 3. The guidance is effective forat the start of interim or annual reporting periods beginning after December 15, 2008. The Company’s2009 and the disclosure reconciliation of all activity in Level 3 is effective at the start of annual reporting periods beginning after December 15, 2010. We do not expect that the adoption of SFAS No. 160 is not expected toASU2010-06 will have a material impact on its 2009our consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities-An Amendment
Refer to Note 1 of SFAS No. 133. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for periods beginning after November 15, 2008, with early application encouraged. The Company’s adoption of SFAS No. 161 is not expected to have a material impact on its 2009our consolidated financial statements.

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In April 2008, the FASBstatements in this Annual Report for additional information on accounting changes recently adopted, and recently issued FSP No. 142-3,Determination of the Useful Life of Intangible Assets. FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognizable intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets. The intent of FSP No. 142-3 is to improve the consistency between the useful life of a recognizable intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), and other U.S. generally accepted accounting principles. FSP No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Useful lives assigned to intangible assets acquired after this date will be based on the guidance contained in FSP No. 142-3. The Company’s adoption of FSP No. 142-3 ispronouncements not expected to have a material impact on its 2009 consolidated financial statements.yet adopted.
Item 7A.Quantitative and Qualitative Disclosures about Market Risk
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As of December 31, 2008, the Company2009, we had the following market riskmarket-risk sensitive instruments (in thousands):
     
Government-obligations money market funds, other money market instruments, and interest-bearing deposits, with maturity dates of less than 3 months, interest payable month at variable rates (a weighted-average rate of 1.05% as of December 31, 2008) $78,937 
     
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 0.2% at December 31, 2009) $18,165 
Revolving credit agreement with U.S. and Canadian banks, maturing in February 2013, interest payable quarterly at a variable rate (3.75% at December 31, 2009) $18,500 
A 100 basis point change in the interest rates of our market riskmarket-risk sensitive instruments would have changed interest income by approximately $833,000$237,000 for the year based upon their respective average outstanding balances.
Our revolving credit agreement includes variable interest rates based on the lead bank’s prime rate or the then published LIBOR for the applicable borrowing period. As of December 31, 2008,2009 we had approximately $18.5 million of borrowings outstanding in the CompanyU.S., and no borrowings outstanding under in Canadian under our revolving credit agreement. A 100 basis point change in the interest rate on our revolving credit agreement would have changed interest expense by approximately $227,000 for the year based upon the average outstanding borrowings under these obligations.
At December 31, 2009, we also had intercompany accounts that eliminate in consolidation but that are considered market riskmarket-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 parent’s products for sale), intercompany sales of products from foreign subsidiaries to a U.S. subsidiary and cash advances to a foreign subsidiary.subsidiaries.
         
  Exchange Rate  $U.S. 
  ($U.S. per unit of  in thousands 
  local currency)  (reporting currency) 
         
Sweden 0.1278 /Krona $1,063 
Australia 0.7114 /Dollar  937 
Canada 0.8210 /Dollar  418 
Netherlands 1.3969 /Euro  245 
United Kingdom 1.4593 /Pound  135 
France 1.3969 /Euro  84 
Belgium 1.3969 /Euro  74 
Italy 1.3969 /Euro  61 
Germany 1.3969 /Euro  39 
        
Total intercompany payable subject to foreign currency risk     $3,056 
        

42
         
  Exchange Rate
  USD
 
  (USD per unit of
  in thousands
 
  local currency)  (reporting currency) 
 
Australia  0.8983 /AUD  $2,246 
Canada  0.9515 /CAD   1,482 
Sweden  0.1397 /SEK   1,382 
France  1.4316 /EUR   375 
Italy  1.4316 /EUR   272 
Netherlands  1.4316 /EUR   224 
         
Total amount subject to foreign currency risk     $     5,981 
         

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AsWe had accounts receivable and accounts payable balances denominated in currencies other than the functional currency of the local entity at December 31, 2008,2009 as follows:
             
     Exchange Rate
    
     Functional
    
     Currency per
  USD
 
Currency
 Functional
  Denominated
  Equivalent
 
Denomination Currency  Currency  (in thousands) 
  
 
Accounts Receivable
            
USD  CAD   1.0510  $  14,951 
USD  EUR   0.6985   634 
EUR  SEK   10.2529   173 
EUR  GBP   0.8866   150 
Other currencies          205 
             
          $16,113 
             
Accounts Payable
            
GBP  CAD   1.6918  $1,154 
USD  CAD   1.0510   847 
EUR  SEK   10.2529   686 
EUR  GBP   0.8866   531 
GBP  USD   1.6163   284 
AUD  CAD   0.9395   142 
Other currencies          268 
             
          $3,912 
             
We also had cash accounts denominated in currencies other than the Company has foreignfunctional currency risks associated with forward contractsof the local entity at December 31, 2009 as follows (in thousands, except average contract rate):follows:
             
      Average  ($U.S.) 
  Notional  Contract  Fair 
  Amount  Rate  Value 
Foreign currency forward contracts            
U.S. dollars (sell for Canadian dollars)  19,000 USD  1.1603  $(1,143)
Swedish Krona (sell for U.S. dollars)  3,200 SEK  0.1229   (16)
            
          $(1,159)
            
             
     Exchange Rate
    
     Functional
    
     Currency per
  USD
 
Currency
 Functional
  Denominated
  Equivalent
 
Denomination Currency  Currency  (in thousands) 
  
 
USD  CAD   1.0510  $     2,876 
GBP  CAD   1.6918   1,909 
GBP  USD   1.6163   1,787 
EUR  SEK   10.2529   504 
AUD  CAD   0.9395   292 
Other currencies          566 
             
          $7,934 
             
The Company enters
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We enter into foreign currency forward and option contracts in order to mitigate the risks associated with currency fluctuations on future cash flows.
The Company’s revolving credit agreement includes variable interest rates based on the lead bank’s prime rate or the then published LIBOR for the applicable borrowing period. There were no balances outstanding asfair values of foreign denominated assets and liabilities. At December 31, 2008. However,2009, we had forward contracts as of March 11, 2009, the Company had approximately $29 million and $12 million of borrowings outstanding under its U.S. and Canadian revolving credit agreements, respectively.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)  15,000 USD   1.0509  $          40 
Euros (sell for U.S. dollars)  250 EUR   1.4259   (1)
             
          $39 
             
Item 8.Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Information required for this item is contained in the Consolidated Financial Statements and Notes to Consolidated Financial Statements included immediately after the Signature Page of this Annual Report onForm 10-K and incorporated herein by this reference.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Conclusion Regarding the Effectiveness of Disclosure
Item 9A.Controls and Procedures
(a)Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer,Officer(“CFO”), as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within a company have been detected.
The Company’s management, including the Chief Executive Officer (CEO)CEO and its Executive Vice President and Chief Financial Officer (CFO),CFO, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2008,2009, as defined inRules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls were effective as of December 31, 2008.2009.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
(b)Management’s Annual Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined inRule 13a-15(f) and15d-15(f) under the Securities Exchange Act of 1934. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s businesses except for Sky Connect LLC’sthe operations of Formation and Satamatics, acquired in August 2008. Sky ConnectJanuary 2009, and February 2009, respectively. These two businesses constituted approximately $19.6$122.7 million of the total assets and $4.2$60.2 million of the total revenues included in the Company’s consolidated financial statements as of and for the year ended December 31, 2008.2009. Further discussion of this acquisitionthese acquisitions can be found in Note 32 of our consolidated financial statements. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of

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directors regarding the preparation and fair presentation of published financial statements for external purposes, in accordance with generally accepted accounting principles. Management conducted its evaluation of the effectiveness of the
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Company’s internal control over financial reporting as of December 31, 20082009 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. We haveFramework, and concluded that as of December 31, 2008, ourthe Company’s internal control over financial reporting was effective as of December 31, 2009 based on these criteria.
KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company, has issued an audit report on the Company’s internal control over financial reporting. The report is included in Item 9A.(d) under the headingReport of Independent Registered Public Accounting Firm.
(c) 
(c)Changes in Internal Control Over Financial Reporting
In the fourth quarter of 2009, the Company was required to complete its annual assessment of goodwill for impairment for two additional reporting units, changed the date within the fourth quarter in Internal Control Over Financial Reporting
Therewhich it completes its annual assessment, and was required to measure the amount of goodwill impairment loss at its LXE reporting unit. The Company enhanced its controls in connection with each of these related matters. Except for these items, there were no changes in internal control over financial reporting that occurred during the fourth quarter of 20082009 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.reporting (as defined in Rule 13a – 15(f) under the Exchange Act).
(d) Report of Independent Registered Public Accounting Firm
(d)Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
EMS Technologies, Inc.:
We have audited EMS Technologies, Inc.’s (the Company) internal control over financial reporting as of December 31, 2008,2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting (Item 9A.(b)). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based upon the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
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controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008,2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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EMS Technologies, Inc. acquired Sky Connect LLCFormation, Inc. (“Formation”) and Satamatics Global Limited (“Satamatics”) during 2008,2009, and management excluded from its assessment of the effectiveness of EMS Technologies, Inc.’s internal control over financial reporting as of December 31, 2008, Sky Connect LLC’s2009, Formation and Satamatics internal control over financial reporting associated with total assets of $19.6$122.7 million and total revenues of $4.2$60.2 million included in the consolidated financial statements of EMS Technologies, Inc. and subsidiaries as of and for the year ended December 31, 2008.2009. Our audit of internal control over financial reporting of EMS Technologies, Inc. also excluded an evaluation of the internal control over financial reporting of Sky Connect LLC.Formation, Inc. and Satamatics Global Limited.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of EMS Technologies, Inc. and subsidiaries as of December 31, 20082009 and 2007,2008, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2008,2009, and our report dated March 16, 200931, 2010 expressed an unqualified opinion on those consolidated financial statements.
/s/  KPMG LLP
Atlanta, Georgia
March 16, 200931, 2010

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Item 9B.Other Information.
Item 9B. Other Information.
None.
PART III
Item 10.Directors, Executive Officers, and Corporate Governance
Item 10. Directors, Executive Officers, and Corporate Governance
The information concerning directors and the Audit Committee financial expertsexpert called for by this Item will be contained in the Company’sour definitive Proxy Statement for its 2009our 2010 Annual Meeting of Shareholders and is incorporated herein by reference.
We have a written Code of Business Ethics and Conduct that applies to our directors and to all of our employees, including our chief executiveCEO and chief financial officers.CFO. Our Code of Business Ethics and Conduct has been distributed to all employees, is available free of charge on our website atwww.ems-t.com, under the link for “Investor Relations,” and is included as Exhibit 14 to this Annual Report.
The information concerning executive officers called for by this Item is set forth under the caption “Executive Officers of the Registrant” in Item 1 hereof.
Item 11.Executive Compensation
Item 11. Executive Compensation
The information called for by this Item will be contained in the Company’sour definitive Proxy Statement for its 2009our 2010 Annual Meeting of Shareholders and is incorporated herein by reference.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The following table sets forth certain information about the Company’sour equity compensation plans as of December 31, 2008:2009:
                        
 (c)     (c)
 
 (a) Number of securities (a)
   Number of securities
 
 Number of securities (b) remaining available for Number of securities
 (b)
 remaining available for
 
 to be issued upon Weighted average future issuance under to be issued upon
 Weighted average
 future issuance under
 
 exercise of exercise price of equity compensation plans exercise of
 exercise price of
 equity compensation plans
 
 outstanding options, outstanding options, (excluding securities outstanding options,
 outstanding options,
 (excluding securities
 
Plan Category warrants and rights warrants and rights reflected in column(a)) warrants and rights warrants and rights reflected in column(a)) 
 
Equity compensation plans approved by security holders 732,754 $20.13 1,801,000   832,761  $20.82   1,631,600 
Equity compensation plans not approved by security holders 175,325 $19.55 74,732   161,525   19.64   201,517(i)
          
Total 908,079 $20.02 1,875,732   994,286  $20.63   1,833,117 
          
(i) Available at December 31, 2009 under a Plan that expired in January 2010. No additional shares or options were issued under this Plan prior to its expiration, and the shares remaining at December 31, 2009 are no longer available for future issuance.
All other information called for by this Item will be contained in the Company’sour definitive Proxy Statement for its 2009our 2010 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 13.Certain Relationships and Related Transactions and Director Independence
Item 13. Certain Relationships and Related Transactions and Director Independence
The information called for by this Item will be contained in the Company’sour definitive Proxy Statement for its 2009our 2010 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 14.Principal Accountant Fees and Services
Item 14. Principal Accountant Fees and Services
Information on the Audit Committee’s pre-approval policy for the independent registered public accounting firm’s services, and information on the principal accountants’ fees and services called for by this Item will be contained in the Company’sour definitive Proxy Statement for its 2009our 2010 Annual Meeting of Shareholders and is incorporated herein by reference.
PART IV
Item 15.Exhibits, Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules
(a) 1. Financial Statements
The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements, appearing immediately after the Signature Page, are filed as part of this Annual Report onForm 10-K.
(a) 2. Financial Statement Schedule
Schedule II. Valuation and Qualifying Accounts - Years ended December 31, 2009, 2008 2007 and 20062007
All other schedules are omitted as the required information is inapplicable, or the information is presented in the financial statements or related notes.

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SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS(in (in thousands):
                     
  Years Ended December 31, 2008, 2007 and 2006
      Additions          
  Balance at charged to         Balance
  beginning costs and         at end
Classification of year expenses Deductions Other of year
                     
Allowance for Doubtful Accounts:                    
2006 $588   500   (347)(a)     741 
2007  741   1,404   (1,041)(a)     1,104 
2008  1,104   278   (587)(a)  61(b)  856 
Valuation Allowance for Deferred Tax Assets:                    
2006 $46,969   307(c)  (14,355)(d)     32,921 
2007  32,921   16,222(c)  (49)     49,094 
2008  49,094      (20,545)(e)     28,549 
Valuation Allowance for Assets Held for Sale:                    
2006 $6,200      (6,200)(f)      
 
                     
  Years Ended December 31, 2009, 2008 and 2007 
     Additions
          
  Balance at
  charged to
        Balance
 
  beginning
  costs and
        at end
 
Classification
 of year  expenses  Deductions  Other  of year 
 
Allowance for Doubtful Accounts:                    
2007 $741   1,404   (1,041)(a)  -   1,104 
2008  1,104   333   (653)(a)  72(b)  856 
2009  856   921   (679)(a)  110(b)  1,208 
Valuation Allowance for Deferred Tax Assets:                    
2007 $32,921   16,222(c)  (49)  -   49,094 
2008  49,094   -   (20,545)(d)  -   28,549 
2009  28,549   -   -   9,302(e)  37,851 
(a)Deductions represent receivables that were charged off to the allowance or recovered during the year.
(b)
(a) Deductions represent receivables that were charged off to the allowance or recovered during the year.
(b) Includes the balances at the date of acquisition for new businesses acquired during 2008.
(c)In 2006, the Company increased the valuation allowance by $307,000 net, mainly for the benefits associated with certain foreign net operating losses. This increase in valuation allowance was based on management’s assessment that, due to changing business conditions and the limitation of tax planning strategies, the Company was not likely to fully realize these deferred tax assets. The 2007 changes in the valuation allowance for deferred tax assets related primarily to the net changes in the underlying deferred tax assets associated with the Company’s operations in Canada.
(d)In 2006, the decrease in valuation allowance for deferred tax assets reflects: 1) adjustments of $8.2 million with a corresponding reduction in the Canadian deferred tax assets; 2) utilization of a $3.3 million capital loss; 3) change in judgment of $1.7 million related to Canadian estimated future taxable income; and 4) utilization/change in judgment/sale of operations of $1.2 million related to non-Canadian foreign operations.
(e)The decrease in the valuation allowance in 2008 was attributable primarily to utilization of carryforwards with current period taxable income ($4.1 million), reduction of existing carryforwards as a result of revisions to amounts available ($5.9 million), the effect of changes in foreign currency exchange rates ($9.2 million) and a release of a portion of the beginning-of-the-year valuation allowance based on revisions to projected taxable income in the relatively near term ($1.3 million), supported by actual continuing profitability in the past several years.
(f)The 2006 reduction in the allowance was a result of the sale of the Company’s SatNet and S&T/Montreal divisions.

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acquisition for new businesses acquired during 2008 and 2009.


(c) In 2007, we increased the valuation allowance by $16.2 million net, mainly for the benefits associated with certain foreign net operating losses. This increase in valuation allowance was based on management’s assessment that, due to changing business conditions and the limitation of tax planning strategies, we were not likely to fully realize these deferred tax assets.
(d) The decrease in the valuation allowance in 2008 was attributable primarily to utilization of carryforwards with current period taxable income ($4.1 million), reduction of existing carryforwards as a result of revisions to amounts available ($5.9 million), the effect of changes in foreign currency exchange rates ($9.2 million) and a release of a portion of thebeginning-of-the-year valuation allowance based on revisions to projected taxable income in the relatively near term ($1.3 million), supported by actual continuing profitability in the past several years.
(e) The valuation allowance increase in 2009 was attributable primarily to Canada including the effect of changes in foreign currency exchange rates ($4.3 million), revaluing the deferred tax asset to reflect future lower tax rates in the period the asset will be includable in taxable income ($3.5 million), the generation of additional deferred tax assets ($5.1 million) and revision in estimate of prior year deferred tax assets ($7.4 million). These increases were partially offset by utilization of carry forwards with current period taxable income ($9.3 million) and a revision in estimated utilization of deferred tax assets in the prior year ($4.9 million). The remaining increase is due to business acquisitions and other jurisdictions with deferred tax assets for which realization is not more likely than not.
a) 3. Exhibits
The following exhibits are filed as part of this report:
2.1 Asset Purchase Agreement dated as of October 31, 2006, between EMS Technologies, Inc. and Andrew Corporation (incorporated by reference to Exhibit 2.01 to the Company’sour Report onForm 8-K dated December 1, 2006).
2.2 Amending Agreement, dated as of December 1, 2006, to the Asset Purchase Agreement dated as of October 31, 2006, between EMS Technologies, Inc. and Andrew Corporation (incorporated by reference to Exhibit 2.02 to the Company’sour Report onForm 8-K dated December 1, 2006).
2.3 Agreement and Plan of Merger dated as of December 11, 2008, by and among EMS Technologies, Inc., EMS Acquisitions, Inc., Formation, Inc., and NimmNim Evatt solely as Stockholder Representative (incorporated by reference to Exhibit 2.1 to the Company’sour Report onForm 8-K dated January 9, 2009).
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2.4 Share Purchase Agreement dated as of November 20, 2008, by and among the Company, EMS Acquisition Company Limited, Satamatics Global Limited, and other various parties (incorporated by reference to Exhibit 2.1 to the Company’sour Report onForm 8-K dated February 13, 2009).
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 the Company’sour Quarterly Report onForm 10-Q for the quarter ended April 3, 2004)4, 2009).
3.2 Bylaws of EMS Technologies, Inc., as amended through November 2, 2007 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008).December 21, 2009. *
4.1 EMS Technologies, Inc. Shareholder Rights Plan dated as of April 6, 1999, as amended November 2, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).
4.2 Amendment No. 1,3, dated July 29, 2008,April 21, 2009, to Credit Agreement among the CompanyEMS Technologies, Inc. and EMS Technologies Canada, LTD., the lenders party thereto, and Bank of America as Domestic and Canadian Administrative Agent (incorporated by referenceAgent. *
4.2 Second amendment dated February 13, 2009, to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008).
4.3EMS Technologies, Inc.’s Credit Agreement, dated as of February 29, 2008, among the CompanyEMS Technologies, Inc. and EMS Technologies Canada, LTD., the lenders from time to time party thereto, and Bank of America as Domestic and Canadian Administrative Agent (incorporated by reference to Exhibit 4.014.1 to the Company’sour Quarterly Report onForm 8-K dated March 6, 2008)10-Q for the quarter ended April 4, 2009).
4.4 Amendment dated February 19, 2009, to the Company’s Credit Agreement,
4.3 EMS Technologies, Inc. Shareholder Rights Plan dated as of February 29, 2008, among the Company and EMS Technologies Canada, LTD., the lenders from time to time party thereto, and Bank of America as Domestic and Canadian Administrative Agent. *
4.5 Domestic Revolving Note, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *
4.6 Domestic Pledge Agreement, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *
4.7 Domestic Security Agreement, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *
4.8 Canadian Revolving Note, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *

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4.9 Canadian Pledge Agreement, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *
4.10 Canadian Security Agreement, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *
4.11 Agreement with respect to long-term debt pursuant to Item 601(b)(4)(iii)(A) of regulation S-KAugust 6, 2009 (incorporated by reference to Exhibit 4.24.1 to the Company’s Annualour Current Report onForm 10-K8-K dated July 27, 2009).
10.1 Summary of compensation arrangements with non-employee members of the Board of Directors, as revised through February 18, 2010. *
10.2 Compensation Arrangements with Certain Executive Officers (incorporated by reference to Exhibit 10.2 to our Quarterly Report onForm 10-Q for the yearquarter ended December 31, 2006)April 4, 2009).
10.3 Severance Agreement dated August 17, 2009, and effective September 17, 2009, between EMS Technologies, Inc. and David A. Smith (incorporated by reference to Exhibit 10.1 to our Report onForm 8-K dated September 17, 2009).
10.4 Letter dated April 29, 2006 between the Company and Paul B. Domorski concerning the terms of his employment as President and Chief Executive Officer (incorporated by reference to Exhibit 10.1 to the Company’sour Quarterly Report onForm 10-Q for the quarter ended July 1, 2006).
10.2
10.5 Form of Restricted Stock Award Restriction Agreement, dated June 2, 2006, under the 1997 Stock Incentive Plan, entered between the Company and Paul B. Domorski (incorporated by reference to Exhibit 10.2 to the Company’sour Quarterly Report onForm 10-Q for the quarter ended July 1, 2006).
10.3
10.6 Agreement, effective as of June 2, 2006, between the Company and Paul B. Domorski, concerning termination of employment under certain circumstances (incorporated by reference to Exhibit 10.1 to the Company’sour Quarterly Report onForm 10-Q for the quarter ended September 30, 2006).
10.4
10.7 Form of Amendment, December 15, 2008, to Agreement, effective as of June 2, 2006, between the Company and Paul Domorski. *Domorski (incorporated by reference to Exhibit 10.4 to our Annual Report onForm 10-K for the year ended December 31, 2008).
10.5
10.8 Form of Agreement between the Company and each of its executive officers other than the Chief Executive Officer, related to certainchange-of-control events (incorporated by reference to Exhibit 10.6 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2006).
10.6
10.9 Form of Amendment, December 15, 2008, to Agreement between the Company and each of its executive officers other than the Chief Executive Officer, related to certainchange-of-control events. * events (incorporated by reference to Exhibit 10.6 to our Annual Report onForm 10-K for the year ended December 31, 2008).
10.7
10.10 EMS Technologies, Inc. Officers’ Deferred Compensation Plan, as amended and restated October 30, 2008. *2008 (incorporated by reference to Exhibit 10.7 to our Annual Report onForm 10-K for the year ended December 31, 2008).
10.8
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10.11 EMS Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated October 30, 2008. *2008 (incorporated by reference to Exhibit 10.8 to our Annual Report onForm 10-K for the year ended December 31, 2008).
10.9
10.12 EMS Technologies, Inc. 1997 Stock Incentive Plan, as adopted January 24, 1997, and amended through May 10, 2004 (incorporated by reference to Exhibit 10.1 to the Company’sour Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
10.10
10.13 Form of Restricted Stock Award Restriction Agreement, dated July 28, 2006, under the 1997 Stock Incentive Plan, entered between the Company and Neilson A. Mackay, Executive Vice President of the Company (incorporated by reference to Exhibit 10.3 to the Company’sour Quarterly Report onForm 10-Q for the quarter ended September 30, 2006).
10.11
10.14 Form of Stock Option Agreement evidencing options granted after 2000 (other than in 2005) to executive officers under the EMS Technologies, Inc. 1997 Stock Incentive Plan, together with related Terms of Officer Stock Option,Form 1/25/01 (incorporated by reference to Exhibit 3.110.9 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2007).
10.12
10.15 Form of Stock Option Agreement evidencing options granted in 2005 to executive officers under the EMS Technologies, Inc. 1997 Stock Incentive Plan, together with related Terms of Officer Stock Option,Form 1/25/01 (incorporated by reference to Exhibit 10.10 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2005).

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10.1310.16 Form of Stock Option Agreement evidencing options granted automatically to non-employee members of the Board of Directors, upon each election to an additional one-year term of service, under the EMS Technologies, Inc. 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2005).
10.14
10.17 EMS Technologies, Inc. 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2005).
10.15
10.18 Form of Stock Option Agreement evidencing options granted in 2005 to employees under the EMS Technologies, Inc. 2000 Stock Incentive Plan, together with related Terms of Stock Option,Form 02/16/00 (incorporated by reference to Exhibit 10.16 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2005).
10.16
10.19 Form of Stock Option Agreement evidencing options granted (other than in 2005) to employees under the EMS Technologies, Inc. 2000 Stock Incentive Plan, together with related Terms of Stock Option,Form 02/16/00 (incorporated by reference to Exhibit 10.17 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2005).
10.17
10.20 Form of Restricted Stock Award Memo evidencing shares of stock issued, subject to certain restrictions, to employees under the 2000 Stock Incentive Plan, together with related Terms of Restricted Stock,Form 5-02-08. *5-02-08 (incorporated by reference to Exhibit 10.17 to our Annual Report onForm 10-K for the year ended December 31, 2008).
10.18
10.21 Form of Stock Option Agreement evidencing options granted automatically to non-employee members of the Board of Directors upon their initial election to the Board, under the EMS Technologies, Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2007).
10.19
10.22 EMS Technologies, Inc. 2007 Stock Incentive Plan, effective May 18, 2007 (incorporated by reference to Exhibit 10.1 to the Company’sour Quarterly Report onForm 10-Q for the period ended June 30, 2007).
10. 2023 Form of Stock Option Agreement evidencing options granted automatically to non-employee members of the Board of Directors, upon each election to an additional one-year term of service, under the EMS Technologies, Inc. 2007 Stock Incentive Plan, together with related Terms of Director Stock Option,
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Form 5-18-07 (incorporated by reference to Exhibit 10.18 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2007).
10.21
10.24 Form of Stock Option Agreement evidencing options granted to executive officers under the EMS Technologies, Inc. 2007 Stock Incentive Plan, together with related Term of Officer Stock Options,Form 5/18/07 (incorporated by reference to Exhibit 10.19 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2007).
10.22
10.25 Form of Indemnification Agreement between the Company and each of its directors. *directors (incorporated by reference to Exhibit 10.22 to our Annual Report onForm 10-K for the year ended December 31, 2008).
10.23
10.26 Form of Indemnification Agreement between the Company and each of Don T. Scartz, Timothy C. Reis, Gary B. Shell, Neilson A. Mackay and the Company’s Vice President and Chief Accounting Officer. *Officer (incorporated by reference to Exhibit 10.23 to our Annual Report onForm 10-K for the year ended December 31, 2008).
10.24
10.27 EMS Technologies, Inc. Executive Annual Incentive Compensation Plan, as amended and restated May 18, 2007 (incorporated by reference to Exhibit 10.2 to the Company’sour Quarterly Report onForm 10-Q for the periodquarter ended June 30, 2007).
10.25 Summary of compensation arrangements with non-employee members of the Board of Directors, as revised August 3, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 29, 2007).
10.26 Compensation Arrangements with Certain Executive Officers (incorporated by reference to Exhibit 10.1 to

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the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008).
10.2710.28 Letter Agreement dated May 2, 2008, between the Company and Don T. Scartz (incorporated by reference to Exhibit 10.1 to the Company’sour Quarterly Report onForm 10-Q for the quarter ended June 28, 2008).
10.28
10.29 Supplemental Retirement Income Agreement, dated November 16, 2007, between the Company and Don T. Scartz (incorporated by reference to Exhibit 3.110.22 to the Company’sour Annual Report onForm 10-K for the year ended December 31, 2007).
10.29
10.30 Letter dated March 19, 2007 concerning compensation arrangements with Vice President of Corporate Development (now President and Chief Executive Vice President)Officer) (incorporated by reference to Exhibit 10.2 to the Company’sour Quarterly Report onForm 10-Q for the periodquarter ended March 31, 2007).
10.30
10.31 Letter Agreement dated May 1, 2008, between the Company and James S. Childress (incorporated by reference to Exhibit 10.2 to the Company’sour Quarterly Report onForm 10-Q for the quarter ended June 28, 2008).
10.31
10.32 Form of Restricted Stock Award Restriction Agreement under the 2007 Stock Incentive Plan, entered between the Company and Gary B. Shell, Senior Vice President and Chief Financial Officer, and in substantially similar form with its Vice President and Chief Accounting Officer and one of its non-executive employees. *employees (incorporated by reference to Exhibit 10.31 to our Annual Report onForm 10-K for the year ended December 31, 2008).
14.1 EMS Technologies, Inc. Code of Business Ethics and Conduct, as revised February 6, 2004.2004 (incorporated by reference to Exhibit 14.1 to our Annual Report onForm 10-K for the year ended December 31, 2008).
18 Preferability letter from KPMG on change in date of annual goodwill impairment testing performed by the Company. *
21.1 Subsidiaries of the registrant. *
23.1 Consent of Independent Registered Public Accounting Firm. *
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. *
32.1 Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
*  Filed herewith
 
*Filed herewith

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Paul B. Domorski Date: 3/16/09
/s/ Neilson A. Mackay
President and Chief Executive Officer
 Date: 3/31/10
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
     
Signature Title Date
 
    
/s/  Paul B. DomorskiNeilson A. Mackay

Paul B. DomorskiNeilson A. Mackay
 President and Chief Executive Officer and Director
(Principal(Principal Executive Officer)
 3/16/0931/10
     
/s/  Gary B. Shell

Gary B. Shell
 Senior Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) 3/16/0931/10
     
/s/  David M. Sheffield

David M. Sheffield
 Vice President, Finance and Chief Accounting Officer
(Principal (Principal Accounting Officer)
 3/16/0931/10
/s/  John R. Bolton

John R. Bolton
Director3/31/10
     
/s/  Hermann Buerger

Hermann Buerger
 Director 3/16/0931/10
     
/s/  Francis J. Erbrick

Francis J. Erbrick
 Director 3/16/0931/10
     
/s/  John R. Kreick

John R. Kreick
 Director 3/16/0931/10
     
/s/  John B. Mowell

John B. Mowell
 Director, Chairman of the Board 3/16/0931/10
     
/s/  Thomas W. O’Connell

Thomas W. O’Connell
 Director 3/16/0931/10
     
/s/  Bradford W. Parkinson

Bradford W. Parkinson
 Director 3/16/0931/10
     
/s/  Norman E. Thagard

Norman E. Thagard
 Director 3/16/0931/10
     
/s/  John L. Woodward, Jr.

John L. Woodward, Jr.
 Director 3/16/0931/10

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105



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
EMS Technologies, Inc.:
We have audited the accompanying consolidated balance sheets of EMS Technologies, Inc. and subsidiaries (the “Company”) as of December 31, 20082009 and 2007,2008, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2008.2009. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule included in Item 15(a)2. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of EMS Technologies, Inc. and subsidiaries as of December 31, 20082009 and 2007,2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008,2009, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in NotesNote 1 and 7 to the consolidated financial statements, the Company changed its method of accounting for share-based paymentbusiness combinations in 2006.2009 due to the adoption of SFAS 141(R),Business Combinations (incorporated into ASC Topic 805,Business Combinations).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), EMS Technologies, Inc.’s internal control over financial reporting as of December 31, 2008,2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 16, 200931, 2010 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Atlanta, Georgia
March 16, 200931, 2010

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105


EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)
                        
 Years Ended December 31  Years Ended December 31 
 2008 2007 2006  2009 2008 2007 
 
Product net sales $273,268 247,504 223,512  $  281,153     273,268     247,504 
Service net sales 61,777 40,375 37,607   78,819   61,777   40,375 
              
Net sales 335,045 287,879 261,119   359,972   335,045   287,879 
Product cost of sales 175,836 151,611 139,517   193,888   175,837   151,611 
Service cost of sales 37,818 23,667 25,094   47,236   38,048   23,667 
              
Cost of sales 213,654 175,278 164,611   241,124   213,885   175,278 
Selling, general and administrative expenses 82,368 74,561 66,335   87,722   81,426   74,561 
Research and development expenses 19,399 18,773 15,816   18,662   20,110   18,773 
Impairment loss on goodwill  19,891   -   - 
Acquistion-related items  7,206   -   - 
              
Operating income 19,624 19,267 14,357 
Interest income and other 2,430 5,403 2,254 
Operating (loss) income  (14,633)  19,624   19,267 
Interest income  207   2,430   5,403 
Interest expense  (1,679)  (1,953)  (1,921)  (2,181)  (1,679)  (1,953)
Foreign exchange loss, net  (586)  (1,390)  (710)  (808)  (586)  (1,390)
              
Earnings from continuing operations before income taxes 19,789 21,327 13,980 
(Loss) earnings from continuing operations before income taxes  (17,415)  19,789   21,327 
Income tax benefit (expense) 682  (2,080) 1,823   4,266   682   (2,080)
              
Earnings from continuing operations 20,471 19,247 15,803 
(Loss) earnings from continuing operations  (13,149)  20,471   19,247 
Discontinued operations:            
Loss from discontinued operations before income taxes  (10,917)  -   (585)
Income tax benefit  4,001   -   82 
        
Discontinued operations: 
(Loss) earnings from discontinued operations before income taxes   (585) 24,427 
Income tax benefit (expense)  82  (7,222)
Loss from discontinued operations  (6,916)  -   (503)
              
(Loss) earnings from discontinued operations   (503) 17,205 
Net (loss) earnings $(20,065)  20,471   18,744 
              
 
Net earnings $20,471 18,744 33,008 
       
 
Net earnings (loss) per share: 
Net (loss) earnings per share:            
Basic:             
From continuing operations $1.32 1.25 1.08  $(0.87)  1.32   1.25 
From discontinued operations   (0.03) 1.18   (0.45)  -   (0.03)
              
Net earnings $1.32 1.22 2.26 
       
Net (loss) earnings $(1.32)  1.32   1.22 
        
Diluted:             
From continuing operations $1.31 1.24 1.08  $(0.87)  1.31   1.24 
From discontinued operations   (0.03) 1.17   (0.45)  -   (0.03)
              
Net earnings $1.31 1.21 2.25  $(1.32)  1.31   1.21 
              
 
Weighted-average number of shares: 
Weighted-average number of common shares outstanding:            
Basic 15,452 15,354 14,621   15,169   15,452   15,354 
Diluted 15,628 15,482 14,679   15,169   15,628   15,482 
See accompanying notes to consolidated financial statements.

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105


EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(in thousands)
        
         December 31 
 December 31  2009 2008 
 2008 2007 
ASSETS
         
Current assets:         
Cash and cash equivalents $86,979 133,959  $  47,174        86,979 
Trade accounts receivable, net of allowance for doubtful account of $856 in 2008 and $1,104 in 2007 65,831 61,084 
Costs and estimated earnings in excess of billings 30,485 24,001 
Trade accounts receivable, net of allowance for doubtful account of        
$1,208 in 2009 and $856 in 2008  60,959   65,831 
Costs and estimated earnings in excess of billings on long-term contracts  25,290   30,485 
Inventories 35,670 28,949   40,655   35,670 
Deferred income taxes 1,632 1,868   4,306   1,632 
Other current assets 12,184 7,196   19,117   12,184 
          
Total current assets 232,781 257,057   197,501   232,781 
          
Property, plant and equipment:         
Land 1,150 1,150   1,150   1,150 
Buildings and leasehold improvements 16,238 15,954   18,792   16,238 
Machinery and equipment 92,100 87,377   107,712   92,100 
Furniture and fixtures 10,059 9,665   10,542   10,059 
          
Total property, plant and equipment 119,547 114,146   138,196   119,547 
Less accumulated depreciation and amortization 78,975 74,223 
Less accumulated depreciation  90,256   78,975 
          
Net property, plant and equipment 40,572 39,923   47,940   40,572 
     
Deferred income taxes 7,318 5,490   9,421   7,318 
Goodwill 31,402 9,982   60,336   31,402 
Other intangible assets, net of accumulated amortization of $8,219 in 2008 and $7,256 in 2007 11,166 5,837 
Other intangible assets, net of accumulated amortization of $18,817 in 2009 and $8,219 in 2008  49,256   11,166 
Other assets 4,126 5,511   9,691   4,126 
     
      
Total assets $327,365 323,800  $374,145   327,365 
          
See accompanying notes to consolidated financial statements.

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105


EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS,
continued
(in thousands)thousands, except share data)
        
         December 31 
 December 31  2009 2008 
 2008 2007 
LIABILITIES AND SHAREHOLDERS’ EQUITY
         
Current liabilities:         
Current installments of long-term debt $1,302 3,174  $1,398   1,302 
Accounts payable 25,361 20,689   27,333   25,361 
Billings in excess of contract costs and estimated earnings 8,172 6,643 
Billings in excess of contract costs and estimated earnings on long-term contracts  9,597   8,172 
Accrued compensation and retirement costs 14,456 13,725   13,946   14,456 
Deferred service revenue 7,998 8,578   9,588   7,998 
Acquisition costs for earn-out provisions  13,729   - 
Other current liabilities 10,073 5,757   23,763   10,073 
          
Total current liabilities 67,362 58,566   99,354   67,362 
Long-term debt, excluding current installments 9,250 10,546   26,352   9,250 
Deferred income taxes  5,757   461 
Other liabilities 8,011 7,562   5,591   7,550 
          
Total liabilities 84,623 76,674   137,054   84,623 
          
Shareholders’ equity:         
Preferred stock of $1.00 par value per share; Authorized 10,000 shares; none issued     -   - 
Common stock of $.10 par value per share; Authorized 75,000 shares, issued and outstanding 15,188 in 2008 and 15,581 in 2007 1,519 1,558 
Common stock of $.10 par value per share; Authorized 75,000 shares, issued and outstanding 15,249 in 2009 and 15,188 in 2008  1,525   1,519 
Additional paid-in capital 133,270 139,727   136,112   133,270 
Accumulated other comprehensive (loss) income — foreign currency translation adjustment  (5,500) 12,859 
Accumulated other comprehensive income (loss) - foreign currency translation adjustment  6,066   (5,500)
Retained earnings 113,453 92,982   93,388   113,453 
          
Total shareholders’ equity 242,742 247,126   237,091   242,742 
          
Commitments and contingencies         
 
Total liabilities and shareholders’ equity $327,365 323,800  $  374,145     327,365 
          
See accompanying notes to consolidated financial statements.

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EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
                        
 Years Ended December 31  Years Ended December 31 
(in thousands) 2009 2008 2007 
 2008 2007 2006 
Cash flows from operating activities:             
Net earnings $20,471 18,744 33,008 
Adjustments to reconcile net earnings to net cash provided by operating activities: 
Net (loss) earnings $(20,065)  20,471   18,744 
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:            
Depreciation and amortization 12,498 9,666 8,864   19,989   12,498   9,666 
Impairment loss on goodwill  19,891   -   - 
Deferred income taxes  (2,400) 887  (3,178)  (4,629)  (2,400)  887 
Gain on sale of assets  (64)  (1)  (352)
Loss (gain) from discontinued operations  503  (17,205)
Gain (loss) on sale of assets  78   (64)  (1)
Loss from discontinued operations  6,916   -   503 
Stock-based compensation expense 2,339 1,727 987   2,470   2,339   1,727 
Tax benefit for exercise of stock options 203 643 213   133   203   643 
Change in fair value of contingent consideration liability  3,229   -   - 
Excess tax benefits from stock-based compensation  (75)  (24)    (23)  (75)  (24)
Changes in operating assets and liabilities, net of effects of acquisitions:             
Trade accounts receivable, net of allowance for doubtful accounts  (5,584) 14,259  (14,638)
Costs and estimated earnings in excess of billings  (7,991)  (989) 4,288 
Trade accounts receivable  12,575   (5,584)  14,259 
Costs and estimated earnings in excess of billings on long-term contracts  1,628   (7,991)  (989)
Inventories  (7,801)  (904)  (4,880)  6,957   (7,801)  (904)
Accounts payable 1,076  (7,113) 2,029   (5,026)  1,076   (7,113)
Accrued compensation and retirement costs  (1,994)  819   1,167 
Other 3,779 4,665 512   138   2,960   3,498 
              
Net cash provided by operating activities in continuing operations 16,451 42,063 9,648   42,267   16,451   42,063 
Net cash (used in) provided by operating activities in discontinued operations   (3,329) 657 
Net cash used in operating activities in discontinued operations  (555)  -   (3,329)
              
Net cash provided by operating activities 16,451 38,734 10,305   41,712   16,451   38,734 
              
Cash flows from investing activities:             
Purchases of property, plant and equipment  (13,869)  (14,579)  (8,502)  (13,433)  (13,869)  (14,579)
Payments for acquisitions of businesses  (32,354)  (5,000)  (188)
Payments for acquisitions of businesses, net of cash acquired  (87,264)  (32,354)  (5,000)
Proceeds from sales of assets 1,371 907 59,521   58   1,371   907 
              
Net cash (used in) provided by investing activities in continuing operations  (44,852)  (18,672) 50,831 
Net cash used in investing activities in discontinued operations    (480)
       
Net cash (used in) provided by investing activities  (44,852)  (18,672) 50,351 
Net cash used in investing activities  (100,639)  (44,852)  (18,672)
              
Cash flows from financing activities:             
Repayment of debt  (3,159)  (1,281)  (27,990)
Net borrowings under revolving credit facility  18,500   -   - 
Repayment of other debt  (1,294)  (3,159)  (1,281)
Change in restricted cash  81 2,458   -   -   81 
Deferred financing costs paid  (1,254)   (85)  (251)  (1,254)  - 
Payments for repurchase and retirement of common shares  (9,963)     (374)  (9,963)  - 
Excess tax benefits from stock-based compensation 75 24    23   75   24 
Proceeds from stock offering, net of expenses   58,736 
Proceeds from exercise of stock options 925 4,332 2,124   620   925   4,332 
              
Net cash (used in) provided by financing activities  (13,376) 3,156 35,243 
Net cash provided by (used in) financing activities  17,224   (13,376)  3,156 
              
Effect of exchange rates on cash and cash equivalents  (5,203) 1,310 737 
Effect of changes in exchange rates on cash and cash equivalents  1,898   (5,203)  1,310 
              
Net change in cash and cash equivalents  (46,980) 24,528 96,636   (39,805)  (46,980)  24,528 
Cash and cash equivalents at January 1 133,959 109,431 12,795 
Cash and cash equivalents at beginning of period  86,979   133,959   109,431 
              
Cash and cash equivalents at December 31 $86,979 133,959 109,431 
Cash and cash equivalents at end of period $47,174   86,979   133,959 
              
Supplemental disclosure of cash flow information:             
Cash paid for interest $1,094 1,147 1,483  $1,839   1,094   1,147 
Cash paid for income taxes 2,289 357 9,357   983   2,289   357 
See accompanying notes to consolidated financial statements.

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 Three years ended December 31, 2008  Three Years Ended December 31, 2009 
 Accum-            Accum-
     
 ulated            ulated
     
 other            other
     
 compre- Total        Compre-
 compre-
   Total
 
 Additional Compre- hensive share-      Additional
 hensive
 hensive
   share-
 
 Common Stock paid-in hensive income Retained holders’  Common Stock paid-in
 income
 income
 Retained
 holders’
 
 Shares Amount capital income (loss) earnings equity  Shares Amount capital (loss) (loss) earnings equity 
 
Balance December 31, 2005 11,343 $1,134 71,389  (97) 41,230 113,656 
Balance December 31, 2006  15,327  $1,533   133,050       4,262   74,238   213,083 
Net earnings    33,008  33,008 33,008   -   -   -   18,744   -   18,744   18,744 
Income tax benefit from exercise of non-qualified stock options   213    213 
Tax benefit for exercise of stock options  -   -   643   -   -   -   643 
Exercise of common stock options 215 21 3,387    3,408   311   31   5,758   -   -   -   5,789 
Redemption of shares upon exercise of common stock options  (64)  (6)  (1,248)     (1,254)  (58)  (6)  (1,427)  -   -   -   (1,433)
Repurchases of stock  (2)   (30)     (30)
Issuance of common stock 3,795 380 58,356    58,740 
Stock-based compensation 40 4 983    987 
Foreign currency translation adjustment    2,540 2,540  2,540 
Reclassification due to sale of discontinued operations    1,819 1,819  1,819 
               
Comprehensive income for 2006 37,367 
   
Balance December 31, 2006 15,327 1,533 133,050 4,262 74,238 213,083 
Net earnings    18,744  18,744 18,744 
Income tax benefit from exercise of non-qualified stock options   643    643 
Exercise of common stock options 311 31 5,758    5,789 
Redemption of shares upon exercise of common stock options  (58)  (6)  (1,427)     (1,433)
Repurchases of stock  (1)   (24)     (24)
Repurchases of common stock  (1)  -   (24)  -   -   -   (24)
Stock-based compensation 2  1,727    1,727   2   -   1,727   -   -   -   1,727 
Foreign currency translation adjustment    8,597 8,597  8,597   -   -   -   8,597   8,597   -   8,597 
                              
Comprehensive income for 2007 27,341               27,341             
      
Balance December 31, 2007 15,581 1,558 139,727 12,859 92,982 247,126   15,581   1,558   139,727       12,859   92,982   247,126 
Net earnings    20,471  20,471 20,471   -   -   -   20,471   -   20,471   20,471 
Income tax benefit from exercise of non-qualified stock options   203    203 
Tax benefit for exercise of stock options  -   -   203   -   -   -   203 
Exercise of common stock options 56 6 989    995   56   6   989   -   -   -   995 
Redemption of shares upon exercise of common stock options  (3)   (70)     (70)  (3)  -   (70)  -   -   -   (70)
Repurchases of stock  (480)  (48)  (9,915)     (9,963)
Repurchases of common stock  (480)  (48)  (9,915)  -   -   -   (9,963)
Stock-based compensation 34 3 2,336    2,339   34   3   2,336   -   -   -   2,339 
Foreign currency translation adjustment     (18,359)  (18,359)   (18,359)  -   -   -   (18,359)  (18,359)  -   (18,359)
                              
Comprehensive income for 2008 2,112               2,112             
      
Balance December 31, 2008 15,188 $1,519 133,270  (5,500) 113,453 242,742   15,188   1,519   133,270       (5,500)  113,453   242,742 
Net loss  -   -   -   (20,065)  -   (20,065)  (20,065)
Tax benefit for exercise of stock options  -   -   133   -   -   -   133 
Exercise of common stock options  48   5   663   -   -   -   668 
Redemption of shares upon exercise of common stock options  (2)  -   (47)  -   -   -   (47)
Repurchases of common stock  (27)  (3)  (373)  -   -   -   (376)
Stock-based compensation  42   4   2,466   -   -   -   2,470 
Foreign currency translation adjustment  -   -   -   11,566   11,566   -   11,566 
                            
Comprehensive income (loss) for 2009              (8,499)            
   
Balance December 31, 2009      15,249  $  1,525   136,112       6,066   93,388   237,091 
             
See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, 2008 2007 and 20062007
(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
EMS Technologies, Inc. (“EMS”) designs, manufactures and markets products to satellite and wireless communications markets for both commercial and defense applications. EMS’s products are focused on the needs of the mobile information user, with an increasing emphasis on broadband applications for high-data-rate, high-capacity wireless communications.
The consolidated financial statements include the accounts of EMS Technologies, Inc. and its wholly owned subsidiaries LXE Inc., Sky Connect LLC, and EMS Technologies Canada, Ltd. (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 2007 and 20062008 consolidated financial statements to conform to the 20082009 presentation.
In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets,the Company has classified the revenues and expenses of SatNet and EMS Wireless as discontinued operations through their dates of disposition on March 9, 2006 and December 1, 2006, respectively, in the
The accompanying consolidated financial statements.
statements included herein have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and are based on the Securities and Exchange Commission’s (“SEC”)Regulation S-X and its instructions toForm 10-K.The preparation of financial statements in conformity with U.S. generally accepted accounting principlesGAAP 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. We have also performed an evaluation of subsequent events through the date the financial statements were issued.
Following is a summary of the Company’s significant accounting policies:
— Revenue Recognition
Net sales are derived from sales of the Company’s products to end-users, and tovalue-added resellers, other manufacturers or systems integrators and fordistributors; service to support such products.products; and research and development arrangements under specific requirements of customer contracts. Net sales are generally recognized when completed units are shipped orand as services are performed, unless multiple deliverables are involved or software is more than incidental to a product as a whole, in which case we recognize revenue in accordance with Financial Accounting StandardStandards Board (“FASB”) Emerging Issues Task ForceAccounting Standards Codificationtm (“EITF”ASC”) Issue No. 00-21,Subtopic605-25,Revenue Recognition-Multiple-Element Arrangements with Multiple Deliverables,, or American Institute of Certified Public Accountant’s Statement of Position No 97-2,ASC Subtopic985-605,Software RevenueSoftware-Revenue Recognition, as applicable. We recognize revenue from product-related service contracts, and extended warranties, ratably over the life of the contract. Amounts paid by customers at the inception of the extended warranty period are reflected as deferred revenue with the portion estimated to be recognized as revenue within the next twelve months reflected in other current liabilities in the consolidated balance sheets and the remainder reflected in other noncurrent liabilities. We recognize revenue from repair services and tracking, voice and data services as services are rendered. We recognize revenue from contracts for engineering services using the percentage-completionpercentage-of-completion method for fixed price contracts, or as costs are incurred for cost-type contracts.
Net sales under certain long-term contracts of Defenseour D&S and Communications & Space (“D&S”) and Satellite CommunicationsTracking segments, many of which provide for periodic payments, are recognized under thepercentage-of-completion method using the ratio of cost incurred to total estimated cost as the measure of performance. Estimated manufacturing costcosts at completion for these contracts are reviewed on a routine periodic basis, and adjustments are made periodically to the estimated costcosts at completion based on actual costs incurred, progress made, and estimates of the costs required to complete the contractual requirements. When the estimated manufacturing cost-at-completion exceeds the contract value, the contract is written down to its net realizable value, and the loss resulting from cost overruns is immediately recognized.
The Company establishes budgeted overhead rates, which are used to apply overhead costs to projects to calculate the estimated cost to complete for revenue recognition calculations. The Company expenses the monthly rate variance between actual overhead expenses incurred versus overhead expenses applied at
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budgeted rates. The monthly rate variance has no effect on the Company’s calculation of revenues to be recognized underpercentage-of-completion accounting.

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In applying thepercentage-of-completion method of accounting, certain contracts may have revenue recognized in excess of billings (costs and estimated earnings in excess of billings), and other contracts may have billings in excess of net salesrevenue recognized (billings in excess of contract costs and estimated earnings). Under long-term contracts, the prerequisites for billing the customer for periodic payments generally involve the Company’s achievement of contractually specific, objective milestones (e.g., completion of design, testing, or other engineering phase, delivery of test data or other documentation or delivery of an engineering model or flight hardware). Costs and estimated earnings in excess of billings under long-term contracts are usually billed and collected within one year. Such amounts are reflected in current assets on the consolidated balance sheet. The amounts estimated to be collected after one year of $551,000 as of December 31, 2008, and $2.0$7.8 million as of December 31, 20072009, and $0.6 million as of December 31, 2008 are included in other noncurrent assets in the consolidated balance sheet.
Net sales under cost-reimbursement contracts in D&S are recognized depending on the type of fee specified in the contract. Contracts may have a fixed fee, award fee or a combination of both. A fixed fee is recognized over the performance of a cost-reimbursement contract in the same ratio as the costs incurred to date to the total target contract costs at completion. This same ratio is used for both billing the customer and recognizing net sales. If the expected costs to be incurred under the contract subsequently become materially different from the original estimated total costs, the fixed fee ratio and related fee recognition are adjusted accordingly. If the contract includes a clause for partial withholding of the fee pending specific acceptance or performance criteria, then the amount of withheld fee to be recognized will depend upon management’s evaluation of the likelihood of the withheld fee amount being paid.
An award or incentive fee is usually variable based upon specific performance criteria stated in the contract. Award or incentive fees are recognized only upon achieving the contractual criteria and after the customer has approved or granted the award or incentive.
— Government Research Incentives
The Satellite Communications & Tracking segment receives government-sponsored research incentives in the form of cash reimbursement for a portion of certain qualified research expenditures. These incentives are recorded as a reduction of cost of sales if the underlying research efforts primarily applyare to developmentmeet specific requirements of technological capabilities for specific business opportunities.customer contracts. Otherwise, they are recorded as a reduction of research and development expense.
— Cash Equivalents
The Company considers all highly liquid debt instruments with initial or remaining maturities of three months or less when purchased to be cash equivalents. Cash equivalents as of December 31, 20082009 and 20072008 included investments of $78.9$18.2 million and $115.3$78.9 million, respectively, in government-obligations money market funds, in other money market instruments, and in interest-bearing deposits. Cash and cash equivalents that are restricted under escrow agreements are not available for general use in the Company’s operations and are classified in other current assets or other noncurrent assets in the Company’s consolidated balance sheets.
— Inventories
Inventories are valuedstated at the lower of cost (first-in,(first-in, first-out) or market (net realizable value).Work-in-process consists of raw material and production costs, including indirect manufacturing costs. We reduce the carrying amount of our inventory for estimated obsolete and slow-moving inventory to its estimated net realizable value based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional adjustments could be required. Such adjustments reduce the inventory’s cost basis, and the cost basis is not increased upon any subsequent increases in estimated net realizable value.
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— Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided primarily using the straight-line method over the following estimated useful lives of the respective assets which are as follows:
   
Buildings 20 to 40 years
Machinery and equipment 3 to 8 years
Furniture and fixtures 4 to 10 years
Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the respective leases. Total depreciation expense was $10.3 million, $10.0 million, and $8.0 million for 2009, 2008, and 2007, respectively.

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— Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. If assets are to be disposed of, such assets are reported at the lower of carrying amount or fair value less costs to sell, and no longer depreciated.
— Goodwill and Other Intangible Assets
Goodwill represents the excessis recognized as a result of the cost of each acquired entity over the amounts assigneda business combination to the tangible andextent the consideration transferred exceeds the acquisition-date amounts of identifiable intangible assets acquired and liabilities assumed, determined in a business combination. Otheraccordance with the provisions of ASC 805. An intangible asset is recognized as an asset apart from goodwill if it arises from contractual or other legal rights or if it is separable, that is, it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged. Such identifiable intangible assets are recorded at fair value at the date of acquisition. In accordance with SFAS No. 142,Goodwill and Other Intangible Assets, goodwill and intangible assets acquired in a business combination and determined to have indefinite useful lives are not being amortized, but instead are evaluated for impairment annually, and between annual tests if an event occurs or circumstances change whichthat indicate that the asset might be impaired.
The Company completes its annual evaluation of goodwill for impairment in the fourth quarter of each fiscal year. SFAS No. 142ASC Topic 350 requires that if the fair value of a reporting unit is less than its carrying amount, including goodwill, further analysis is required to measure the amount of the impairment loss, if any. The amount by which the reporting unit’s carrying amount of goodwill exceeds the implied fair value of the reporting unit’s goodwill, determined in accordance with SFAS No. 142,ASC Topic 350, is to be recognized as an impairment loss. As a result of the Company’s annual evaluation of goodwill in the fourth quarter of 2009, the Company recorded an impairment charge of $19.9 million related to the Company’s LXE segment. Refer to Note 3 for additional information.
During 2009, the Company changed its annual impairment testing date from December 31 to the first day of the Company’s twelfth reporting period in the fiscal year, which was November 29 for the year ended December 31, 2009. The Company believes this change is preferable since it provides additional time prior to the Company’s year-end to complete the goodwill impairment testing and report the results in its Annual Report onForm 10-K.
In accordance with SFAS No. 142,ASC Topic 350, intangible assets, other than those determined to have an indefinite life, are amortized to their estimated residual values on a straight-line basis, or on the basis of economic benefit, over their estimated useful lives. The useful life of the intangible asset is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. These intangible assets are reviewed for impairment in accordance with SFAS No. 144,ASC Topic360-10-05,Impairment or Disposal of Long-Lived
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Assets, whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of an asset to be held and used is measured by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its fair value. An asset to be disposed of would be reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. Cash flow projections, although subject to a degree of uncertainty, are based on management’s estimates of future performance, giving consideration to existing and anticipated competitive and economic conditions.
Unfavorable economic or financial market conditions or other developments may affect the fair value of one or more of the Company’s business units and it is reasonably possible that the Company may be required to record additional asset impairment charges in the future. As of December 31, 2009, the Company had approximately $60.3 million of goodwill and $49.3 million of other intangible assets on the consolidated balance sheet, collectively representing approximately 29% of total assets. 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 the Company’s share price and market capitalization, a decline in expected future cash flows for one or more business units, a significant adverse change in legal factors or in the business climate, unanticipated competitionand/orslower-than-expected growth rates, among others. If the Company is required to recognize an additional impairment loss related to goodwill or long-lived assets, the related charge, although a noncash charge, could materially impact reported earnings or loss from continuing operations for the period in which the impairment loss is recognized.
— Loss Contingencies
We record a liability for a loss contingency when the loss is considered probable to occur and can be reasonably estimated. Legal costs related to a loss contingency are recorded when costs are incurred.
— Income Taxes
The Company provides for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are classified as current or noncurrent based upon the nature of the underlying temporary differences. The effect on deferred taxes of a change in tax rates is recognized in earnings in the period that includes the enactment date.
The Company assesses the recoverability of deferred tax assets based on estimates of future taxable income and establishes a valuation allowance against its deferred tax assets in a jurisdiction if it believes that it is more likely than not that the deferred tax assets will not be recoverable.
On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”),Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109(which is now included in ASC Subtopic740-10-05,Income Taxes),which prescribes a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim

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periods, disclosure and transition. The evaluation of a tax position in accordance with this interpretation is a two-step process. In the first step, recognition, the Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
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The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the income tax expense line item in its consolidated statements of operations.
— Earnings Per Share
Basic earnings per share is the per-share allocation of income available to common shareholders based only on the weighted-average number of common shares actually outstanding during the period. Diluted earnings per share represents the per-share allocation of income attributable to common shareholders based on the weighted-average number of common shares actually outstanding plus all potential common share equivalents outstanding during the period, if dilutive. The Company uses the treasury stock method to determine diluted earnings per share.
Following
The following table is a reconciliation of the denominator for basic and diluted earnings per share calculations for the years ended December 31, 2008 2007 and 20062007 (in thousands):. Potential dilutive shares were excluded from the computation of diluted net loss per share for the year ended December 31, 2009, because the effect of their inclusion would have been anti-dilutive:
                        
 2008 2007 2006  2009 2008 2007 
 
Basic weighted-average number of common shares outstanding 15,452 15,354 14,621   15,169   15,452   15,354 
Dilutive potential shares using the treasury stock method 176 128 58 
Dilutive potential shares using the treasury share method  -   176   128 
              
Diluted weighted-average number of common shares outstanding 15,628 15,482 14,679   15,169   15,628   15,482 
              
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       1,045         341         44 
        
Shares that were not included in dilutive earnings per share that could potentially dilute future basic earnings per share because their effect on the periods were antidilutive 341 44 504 
       
— Stock-Based Compensation
The Company has adopted SFAS No. 123(R),Share-Based Payment,under the modified prospective method of transition, beginning with the first quarter of 2006. Under the modified prospective method, share-based
Stock-based compensation is recognized for (1) new share-based payment awards granted after the effective date, (2) awards modified, repurchased, or cancelled after the required date, and (3) the remaining portion ofon a straight-line basis over the requisite service under previously-granted unvested awards outstandingperiod for each separately vesting portion of an award as ofif the effective date. Measurement and attribution of compensation costs for unvested share-based payment awards granted prior to the adoption of SFAS No. 123(R) areaward was, in substance, multiple awards. The Company estimates future forfeitures based on the original measure of the grant-date fair valuehistorical experience and the same attribution method used previously under the provisions for pro-forma disclosures of SFAS No. 123,Accounting for Stock-Based Compensation. The modified prospective method does not allow any change to the grant-date fair value of previously reported share-based payment awards.review such estimates periodically and adjust expense recognition accordingly.
— Foreign Currency Translation
The functional currency is generally the local currency for each of the Company’s subsidiaries. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using current exchange rates in effect at the balance sheet date. Revenues and expenses are translated using average monthly exchange rates. The resulting translation adjustments are recorded as accumulated other comprehensive income in the accompanying consolidated statements of shareholders’ equity and comprehensive income.

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Certain transactions produce receivables or payables denominated in a currency other than the functional currency. A changeAny subsequent changes in exchange rates between the functional currency and the currency in which a transaction is denominated generates a foreign currency transaction gain or loss that is generally included in determining net earnings. However, gains or losses resulting from intercompany foreign currency transactions that are of a long-term-investment nature (that is, settlement is not planned or anticipated in the foreseeable future) are reported in the same manner as translation adjustments.
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— Comprehensive Income
Comprehensive income consists of net earnings, foreign currency translation adjustments and reclassification due to the sale of discontinued operations, and is presented in the consolidated statements of shareholders’ equity and comprehensive income.
— Derivative Financial Instruments
The Company uses derivative financial instruments (foreign currency forward contracts) to economically hedge currency fluctuations in future cash flows denominated in foreign currencies, thereby limiting the Company’s risk that would otherwise result from changes in exchange rates. The Company has established policies and procedures for risk assessment and for the approval, reporting and monitoring of derivative financial instrument activities. The Company does not enter into derivative financial instruments for trading or speculative purposes.
As
None of December 31, 2008, the Company’s netderivative financial instruments are designated as a hedge for a accounting purposes. Therefore, each instrument is reflected at fair value of all derivatives was a net liability of $1,159,000.in the consolidated balance sheet with the change in fair value reflected in earnings.
— Warranties
The Company provides a limited warranty for eacha variety of its products. Upon sale,The specific terms and conditions of the warranties vary depending upon the specific products and markets in which the products are sold. The Company records a liability at the time of sale for the estimated costs to be incurred under warranties. The amount of this warranty liability iswarranties, based on historical, as well as expected, rates of warranty claims.experience. The warranty liability is periodically reviewed for adequacy and adjusted as necessary.
— Effect of New Accounting PronouncementsChanges Recently Adopted
In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. SFAS No. 157 applies only to fair-value measurements that are already required or permitted by other accounting standards and is expected to increase the consistency of those measurements. The Company prospectively adopted the effective provisions of SFAS No. 157 on January 1, 2008, as required for financial assets and liabilities. The adoption has not had a material impact on the Company’s 2008 consolidated financial statements. In accordance with SFAS No. 157, the Company has expanded its disclosures regarding the fair values of financial assets and liabilities.
In February 2008, the FASB issued FSP No. 157-1,Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,and FSP No. 157-2,Effective Date of FASB Statement No. 157. FSP No. 157-1 amends SFAS No. 157 to exclude SFAS No. 13,Accounting for Leases, and its related interpretive accounting pronouncements that address leasing transactions. FSP No. 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the firstthird quarter of 2009, for the Company. The implementationCompany adopted the FASB Statement of Financial Accounting Standards (SFAS) No. 168,FASB Accounting Standards Codification and Hierarchy of GAAP. SFAS No. 157168 replaces SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principlesand establishes the FASB ASC as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is meant to be a codification of existing GAAP, therefore, the Company’s nonfinancial assets and nonfinancial liabilities isadoption of this pronouncement did not expected to have a material impact on the Company’s 2009 consolidated financial statements. However,
Effective January 1, 2008, the determinationCompany adopted SFAS No. 157,Fair Value Measurements, for all financial instruments. Effective January 1, 2009, the Company adopted the provisions of SFAS No. 157 for nonfinancial instruments accounted for at fair value on a nonrecurring basis. SFAS No. 157, which is now included in ASC Topic 820,Fair Value Measurements and Disclosures, establishes a new framework for purposesmeasuring fair value and expands related disclosures. The fair-value disclosures for financial instruments are included in Note 4 and the fair-value disclosures related to the fair values of accounting forassets and liabilities from business combinations and for conductingcompleted during 2009 are included in Note 2.

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periodic assessments of goodwill and other long-lived assets for impairment will be made usingOn January 1, 2009, the definition of fair value prescribed by SFAS No. 157.
In December 2007, the FASB issuedCompany adopted SFAS No. 141(R),Business Combinations. , which is now included in ASC Topic 805,Business Combinations.SFAS No.141(R)No. 141(R) significantly changes the accounting for business combinations for which the acquisition date is on or after January 1, 2009, by requiring an acquiring entity to recognize allboth during the assets acquiredperiod of acquisition and liabilities assumed in a business combination atsubsequent periods. Among the acquisition-date fair value. Additionally, SFAS No. 141(R) modifies the accounting treatment for certain specified items related to business combinations (e.g., acquisition-related costs, restructuring costs, research and development assets, contingent consideration, andmore significant changes in valuation allowances for deferred tax assets), and requires a substantial number of new disclosures. SFAS No. 141(R) is effective for the Company for business combinations for which the acquisition date is on or after January 1, 2009, and earlier adoption is prohibited. The Company adopted SFAS No. 141(R) on January 1, 2009. SFAS No. 141(R) will not affect the accounting for business combinations for whichacquisitions are the acquisition datefollowing:
•    An acquiring entity must recognize all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair value, as determined under the provisions in ASC Topic 820;
•    Transaction costs are expensed as incurred, and are classified within cash flows from operating activities in the consolidated statement of cash flows. Such costs were previously capitalized as part
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of the cost of an acquisition, and were classified within cash flows from investing activities in the consolidated statement of cash flows;
•    Contingent consideration is recognized at fair value at the acquisition date as a liability or as equity. Subsequent adjustments of an amount recognized as a liability are recognized in the statement of operations. Contingent consideration was previously accounted for as an adjustment to the cost of the acquisition when the results of the contingency were determined;
•    Subsequent changes to valuation allowances against deferred tax assets after the measurement period are recognized as an adjustment to income tax expense. Such changes were previously reflected as an adjustment to goodwill. This provision of SFAS No. 141(R) also applies to acquisitions completed prior to the effective date;
•    Acquired in-process research and development (“IPR&D”) is recognized as an asset at fair value at the acquisition date, with the fair value recognized as an expense as the asset is realized or abandoned. IPR&D was previously expensed at the acquisition date; and
•    Costs associated with restructuring or exit activities of an acquired entity are expensed when incurred. Previously, such costs were recorded as liabilities at the acquisition date if specified criteria were met.
During 2009, the Company recognized net acquisition-related charges of $7.2 million. These net charges were principally a result of the adoption of SFAS No. 141(R), including transaction costs, and the accretion of an earn-out liability related to January 1, 2009, except that changes, if any,one of the Company’s recent acquisitions recorded at estimated fair value on a discounted basis. These net charges also included a charge related to an increase in the valuation allowance against deferred tax assets will be reflectedestimated fair value of the earn-out liability in income tax expense. Any2009 reflecting changes in the expected earn-out payments based on the results of 2009, and an agreement between the Company and the sellers of the acquired entity to settle the 2010 earn-out provisions. These charges are included within acquisition-related items in the consolidated statement of operations. In addition, the net charges recorded during 2009 include costs incurred as of December 31, 2008, related to potential acquisitions that did not have an acquisition date on or prior to December 31, 2008, that arewere included as an asset on the consolidated balance sheet as of that date as required by the provisions of SFAS No. 141,Business Combinations, the predecessor to SFAS No. 141(R). Acquisition-related charges of $3.1 million were paid during 2009 and were included as a reduction of cash provided by operating activities in the consolidated statement of cash flows.
In the second quarter of 2009, the Company adopted SFAS No. 165,Subsequent Events, willwhich is now included in ASC Topic 855,Subsequent Events. SFAS No. 165 establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be reflectedissued. Specifically, this standard sets forth the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Since this standard only formalizes existing GAAP, the adoption of this pronouncement did not have a material impact on the Company’s 2009 consolidated financial statements.
In August 2009, the FASB issued Accounting Standards Update (“ASU”)2009-05,Fair Value Measurements and Disclosures - Measuring Liabilities at Fair Value. ASU2009-05 updates the guidance on measuring the fair value of liabilities and provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1) a valuation technique that uses a quoted price of an identical liability when traded as an expenseasset or quoted prices for similar liabilities or similar liabilities when traded as assets; 2) a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer an identical liability; or 3) a technique based on the amount a reporting entity would receive to enter into an identical liability. ASU2009-05 also clarifies that both a quoted price in an active market for an identical liability at the measurement date and a quoted price for the identical liability when traded as an asset in an
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active market when no adjustments to the quoted price of the asset are required are level 1 fair value measurements. ASU2009-05 is effective for the Company in the fourth quarter of 2009. The Company estimatesadoption of ASU2009-05 did not have a material impact on the expense to be reportedCompany’s 2009 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 20092011. 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 be approximately $2.2 million.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. The Company is evaluating when to adopt the additional effects, if any,updates and the implementation of SFAS No. 141(R)effect the adoption will have on the Company’sits consolidated financial statements in 2009.statements.
In December 2007,
ASU2009-13,Revenue Recognition - Multiple-Deliverable Revenue Arrangements,amends the FASB issued SFAS No. 160,accounting for revenue arrangements with multiple deliverables. Among other things, ASU2009-13:
•    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.
ASU2009-14,Noncontrolling Interests in Consolidated Financial StatementsSoftware - Certain Revenue Arrangements That Include Software Elements. SFAS No.160, amends the guidance for revenue arrangements that contain tangible products and software elements. ASU2009-14 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, noncontrolling ownership interests (previously referredamong other things, the existence of vendor-specific objective evidence of fair value of all undelivered items to as minority interests)allow a delivered item to be treated as a separate componentunit of equity, not asaccounting. Such tangible products excluded from the requirements of software revenue recognition requirements under ASU2009-14 would follow the revenue recognition requirements for other revenue arrangements, including the new requirements for multiple-deliverable arrangements contained in ASU2009-13.
In January 2010, the FASB issued guidance amending and clarifying requirements for fair value measurements and disclosures inASU 2010-6,Improving Disclosures About Fair Value Measurements. The new guidance requires disclosure of transfers in and out of Level 1 and Level 2 and a liability or as an other item outsidereconciliation of permanent equity. In addition, itall activity in Level 3. The guidance also requires that the amountdetailed disaggregation disclosure for each class of consolidated net earnings attributable to the parentassets and to the noncontrolling interests be clearly identifiedliabilities in all levels, and presented on the face of the statements of operations. SFAS No. 160disclosures about inputs and valuation techniques for Level 2 and Level 3. The guidance is effective forat the start of interim or annual reporting periods beginning after December 15, 2008.2009 and the disclosure reconciliation of all activity in Level 3 is effective at the start of annual reporting periods beginning after December 15, 2010. The Company’sCompany does not expect that the adoption of SFAS No. 160 is not expected toASU2010-06 will have a material impact on its 2009 consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities-An Amendment of SFAS No. 133. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for periods beginning after November 15, 2008, with early application encouraged. The Company’s adoption of SFAS No. 161 is not expected to have a material impact on its 2009 consolidated financial statements.
(2) BUSINESS COMBINATIONS
In April 2008, the FASB issued FSP No. 142-3,Determination of the Useful Life of Intangible Assets. FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognizable intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets. The intent of FSP No. 142-3 is to improve the consistency between the useful life of a recognizable intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), and other U.S. generally accepted accounting principles. FSP No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Useful lives assigned to intangible assets acquired after this date will be based on the guidance contained in FSP No. 142-3. The Company’s adoption of FSP No. 142-3 is not expected to have a material impact on its 2009 consolidated financial statements.

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(2) DISCONTINUED OPERATIONS
In 2005 and 2006, the Company disposed of S&T/Montreal, SatNet, and EMS Wireless, which have been reported as discontinued operations through their dates of disposition. 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. We accrue for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. The purchaser of EMS Wireless has asserted claims under such representations and warranties. We do not believe that sufficient information exists to evaluate such claims, and cannot reasonably estimate the range of this potential liability, or determine whether such liability would be material. Therefore, no accrual has been recorded for this potential liability as of December 31, 2008.
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 December 31, 2008, with respect to this contingency. In 2006, the Company incurred $1.7 million in costs to settle various contingencies related to the sale of S&T/Montreal. The Company incurred no additional costs related to this disposition in 2007 and 2008.
Also as part of the agreement to sell the net assets of S&T/Montreal, the Company released the purchaser from a corporate guarantee, resulting in the Company accruing a long-term liability as of December 31, 2008. This liability represents the Company’s estimated loss under an agreement to acquire a license from the purchaser for $8.0 million in payments over a seven-year period for the rights to a certain satellite territory and a corresponding sublicense agreement that granted the territory rights back to the purchaser, under which the Company will 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 sub-license would equal or exceed the acquisition cost of the license; however, without the guarantee, the Company currently estimates that its portion of the satellite service revenues will be less than the acquisition cost, and the Company has accordingly accrued a net current and long-term liability. During 2008, the Company adjusted the liability to its current best estimate of the loss.
On March 9, 2006, the Company completed the sale of the assets and operating liabilities of SatNet. The Company reported a loss of $1.5 million in 2006 from the disposal of SatNet, including costs to sell, and incurred an additional $0.3 million in costs in 2007. The Company incurred no additional costs related to this disposition in 2008.
On December 1, 2006, the Company completed the sale of the assets and operating liabilities of EMS Wireless. The Company reported a gain of $26.9 million in 2006 from the disposal of EMS Wireless, including costs to sell. Total costs incurred for the disposal of this operation were approximately $0.2 million, and $0.3 million in 2006 and 2007, respectively. The Company incurred no additional costs related to this disposition in 2008.
In the determination of the gain or loss recognized upon the sale of our discontinued operations, the accumulated foreign currency translation gain or loss included within accumulated other comprehensive income with respect to those divisions was recognized in net earnings at the time of sale.
The results of these discontinued operations for 2008, 2007 and 2006 were as follows (in thousands):

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  2008  2007  2006 
Net sales $      46,294 
Expenses        (45,499)
Gain on sale of assets        26,856 
Loss on sale of assets        (3,224)
Estimated loss on disposal     (585)   
          
Earnings (loss) before income taxes     (585)  24,427 
Income tax benefit (expense)     82   (7,222)
          
Earnings (loss) from discontinued operations $   (503)  17,205 
          
In 2008, discontinued operations had no effect on the Company’s net earnings. Our discontinued operations reported a pre-tax loss of $0.6 million in 2007, mainly due to additional costs incurred to settle various contingent items, as well as expenses for legal, audit, and other outside services for the sale of SatNet and EMS Wireless. Our discontinued operations reported pre-tax earnings of $24.4 million in 2006, which included a $26.9 million gain on the sale of EMS Wireless. This gain was partially offset by an operating loss from SatNet through its date of disposition, and by costs resulting from the resolution of contingent items for SatNet and S&T/Montreal, as well as legal, audit, and other outside service expenses.
(3) ACQUISITIONS
The Company has expanded its technology base by acquiring various companies or their assets.
During 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
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Moorestown, New Jersey, and Satamatics Global Limited (“Satamatics”), of Tewkesbury, UK, on January 9, 2009 and February 13, 2009, respectively.
Formation’s core product lines are rugged disk data storage products, wireless access points, advanced integrated recorders, terminal data loaders, and avionics and media file servers. Acquiring Formation is part of the Company’s continued investment in its aero-connectivity strategy to become a more comprehensive solutions provider. The Company’s goal is to meet the growing demand for aeronautical communications from airlines and business aircraft owners, as well as governments. With the inclusion of Formation in its product portfolio, the Company covers the spectrum of air-connectivity solutions for those markets across multiple satellite platforms.
Satamatics’ core products include satellite data communications terminals for mobile asset tracking and monitoring, and related airtime services. This acquisition complements the Company’s existing Iridium- and Inmarsat-based tracking solutions, extends the Company’s satellite capabilities into a new market, and further strengthens the Company’s market position in satellite-based applications for tracking people and assets worldwide.
As discussed in Note 1 to the consolidated financial statements, the Company was required to adopt SFAS No. 141(R), which is now included in ASC Topic 805, effective January 1, 2009, and these acquisitions were reflected in the consolidated financial statements in accordance with these revised standards.
The aggregate cash purchase price for these two entities was approximately $90.7 million paid in 2009. In addition, one of the purchase agreements included a contingent consideration arrangement. That contingency has since been settled, and an additional $13.7 million is due to the sellers and payable in cash in 2010. Management estimated that the fair value of the contingent consideration arrangement at the acquisition date was approximately $10.5 million. This was determined by applying a form of the income approach, based on the probability-weighted projected payment amounts discounted to present value at a rate appropriate for the risk of achieving the milestones. The key assumptions were the earn-out period payment probabilities, and an appropriate discount rate. These assumptions are considered by ASC Topic 820 to be level 3 inputs, which are not observable in the market. Including the contingent consideration as originally estimated, the aggregate estimated fair value of the consideration for these two entities, as of the respective acquisition dates, was approximately $101.2 million. As discussed in Note 1, the estimated fair value of the earn-out liability was increased during 2009 with a net charge to earnings from continuing operations in the consolidated statement of operations.
Of the total cash consideration, approximately $10.2 million is in escrow accounts payable to the sellers after specified periods, subject to claims against the sellers. Of this amount, approximately $4.8 million is in accounts in the name of the Company; therefore, this portion is reflected as restricted cash and included in other current assets in the consolidated balance sheet as of December 31, 2009, with a corresponding liability in other current liabilities.
ASC Topic 805 requires that identifiable assets acquired and liabilities assumed be reported at fair value as of the acquisition date of a business combination. Certain adjustments to estimated fair value were recorded in 2009 based on new information obtained that existed as of the acquisition dates. These adjustments are detailed in the table below. ASC Topic 805 requires that such adjustments to provisional amounts be reflected in comparative financial information presented in the financial statements on a retrospective basis. These adjustments, however, would not have resulted in a material change to the statement of operations for the periods presented, and therefore retrospective application was not applied.
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The fair values of major classes of assets acquired and liabilities assumed as originally determined and revised as of December 31, 2009, including a reconciliation to the total consideration, is as follows (in millions):
             
  Acquisition Date Fair Value Measurements 
     Measurement
  As of
 
  As of
  Period
  December 31,
 
  April 4, 2009  Adjustments  2009 
 
Cash $     5.0   -   5.0 
Receivables  4.7   -   4.7 
Inventories  10.4   (0.1)  10.3 
Developed technology  21.2   2.1   23.3 
Customer relationships  11.8   3.7   15.5 
Other identifiable intangible assets  8.2   (0.6)  7.6 
Other assets  4.1   0.7   4.8 
Payables and accrued expenses  (8.5)  (0.3)  (8.8)
Deferred tax liabilities  (9.9)  1.2   (8.7)
             
   47.0   6.7   53.7 
Goodwill  54.2       (6.7)  47.5 
             
  $    101.2   -       101.2 
             
The accounting for these acquisitions is substantially complete as of December 31, 2009, with the primary resolution being the potential finalization of deferred taxes in the first quarter of 2010. The valuation methods and assumptions used to determine fair value of major classes of assets acquired and liabilities assumed in accordance with ASC Topic 820 are as follows:
•    Cash and cash equivalents, trade accounts receivable, accounts payable and accrued expenses – The carrying amounts of each of these items approximated fair value because of the short-term maturity of these instruments.
•    Inventorieswere valued on the basis of estimated selling prices less the sum of (a) costs of disposal and (b) reasonable profit allowances on the selling effort. The inventory values were established separately for raw materials,work-in-process, and finished goods. The fair value of materials was based on the carrying amounts at current replacement cost. The fair value ofwork-in-process and finished goods was determined so that the Company would not generate a profit on the ultimate disposition of the acquired inventory based on value added in the manufacturing process prior to the acquisition date.
•    Property, plant and equipment assets(included in the other assets category above) were valued based on a cost and market approach. The cost approach quantifies value by examining either the historical cost to reproduce it or the estimated current cost to replace it at a given level of functionality and estimated physical deterioration. A physical deterioration factor was considered for the loss in value brought about by wear and tear of the elements, disintegration, use in service, and all physical factors that reduce the life and serviceability of the property. An obsolescence factor was considered to adjust for the economic and functional obsolescence created by the passage of time. The market approach measures the value of an asset through an analysis of recent sales or offerings of comparable property. Once the cost and market approaches were completed, an analysis of the overall validity of each approach was performed based on the resources used to arrive at a fair value of each asset.
•    Developed technology assetscan be defined as proprietary knowledge or processes that have been developed or purchased and are recognized as providing or having the potential to provide, significant competitive advantages or product differentiation. A developed technology intangible asset can be identified as the end product, such as in high-tech companies, or can be an internally developed system or software package that enhances the process of producing other products, delivering a
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service, or facilitates general business management. The developed technology acquired is inclusive of patented technology, proprietary software and trade secrets. For a portion of the developed technology acquired, a variation of the income approach known as the excess earnings method was used to value this developed technology. The income approach measures the future economic income that can be attributed to the developed technology based on its expected remaining useful life. The excess earnings method requires an analysis of the following two key inputs: 1) the average remaining useful lives of the developed technologies, and 2) the debt-free net cash flow expected to be generated by the developed technology over its average remaining useful life after deducting charges for contributory assets. Key assumptions and inputs used to develop the debt-free cash flow for developed technologies were projected revenue growth, the average remaining useful life and decay curve, the base earnings before income tax, depreciation, and amortization (“EBITDA”) margin, an adjustment to account for the R&D expenses related to maintenance of the existing developed technology, an estimated income tax rate, required return for the use of other contributory assets, an appropriate discount rate, and the incremental value of the tax savings generated by the amortization of intangible assets. The Relief from Royalty (“RFR”) method under the income approach was used to value the remaining portion of the developed technology acquired. This approach provides an estimate of the value of the developed technology based on the present value of the projected cost savings attributable to the ownership of the developed technology. This method is based on the theory that the owner of the developed technology is relieved of paying a royalty for license fee for the use of the developed technology. The method is a function of: 1) projected sales from products or services attributable to the developed technology, 2) a reasonable market royalty rate that would otherwise be charged to a licensor of the developed technology to a licensee of the developed technology, and 3) an appropriate discount rate to reflect the risk of achieving the projected royalty savings attributable to the developed technology. Key assumptions and inputs used to develop the debt-free cash flow for developed technologies value using the RFR method were projected revenue growth, the average remaining useful life and decay curve, a royalty rate, an estimated income tax rate and an appropriate discount rate.
•    A customer relationshipexists between an entity and its customer if the following conditions are met: 1) the entity has information about the customer and has regular contact with the customer; and 2) the customer has the ability to make direct contact with the entity. Relationships may arise from contracts, such as supplier contracts and service contracts. However, customer relationships may arise through means other than contracts, such as through regular contact by sales or service representatives. The income approach known as the excess earnings method was used to value customer relationships. The income approach measures the future economic income that can be attributed to the customer relationships based on their expected remaining useful lives. The income approach requires an analysis of the following two key inputs: 1) the remaining useful lives of the customer relationships, considering current contracted terms and renewal probabilities based on historical customer attrition analysis; and 2) the debt-free net cash flow expected to be generated by the customer relationships over their remaining useful lives. Key assumptions and inputs used to develop the debt-free cash flow for developed technologies were projected revenue growth, the average remaining useful life and decay curve, the base EBITDA margin, a sales and marketing adjustment to account for expenses related to attracting new customers, an estimated income tax rate, required return for the use of other contributory assets, and an appropriate discount rate.
•    The other identifiable intangible assetsinclude trade names and trademarks, order backlog, noncompete agreements, and in-process research and development assets, the most significant of which are the trade names and trademarks. Trade names and trademarks are developed through years of advertising, consistent packaging, promotional campaigns, and customer satisfaction. A recognized trade name or trademark leads to a positive pre-existing disposition on the part of potential purchasers toward purchasing goods and services. A trade name is the name of a business, association or other organization used to identify it. Trade names and trademarks have three basic values to an owner. First is the publicizing value, which is the impact on a customer, a retailer or an industrial
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user, based on exposure, advertising, etc. Second is the educational value, implying product attributes, etc. Third is the psychological or heritage value, which implies comfort and induces sales. The RFR method under the income approach was used to estimate the value of the acquired trade names and trademarks. The key assumptions and inputs used are listed above underdeveloped technology assets.
•    Deferred tax assets and liabilitieswere determined in accordance with ASC Topic 740,Income Taxes. Since both of these business combinations were nontaxable transactions, the assets are not adjusted to fair value for income tax reporting purposes. Therefore, deferred tax liabilities are reflected for the tax effects of the difference in bases for financial reporting and income tax purposes that result from applying the acquisition method of accounting for financial reporting purposes.
Identifiable intangible assets of $46.1 million are subject to amortization over a weighted-average amortization period, of 9.1 years in total, and for the major classes: 7.5 years for developed technology, 12.3 years for customer relationships and 10.0 years for trade names and trademarks. In-process research and development assets of $0.3 million are not subject to amortization until the projects are complete or abandoned. The Company did not incur costs to renew or extend the term of acquired intangible assets during the period ended December 31, 2009.
The goodwill results from the application of ASC Topic 805 since it requires that the acquirer subsume into goodwill the value of any acquired intangible asset that is not identifiable and the value attributed to items that do not qualify for separate recognition as assets at the acquisition date. The revised standard on accounting for business combinations prohibits separate recognition for certain acquired intangible assets that do not arise from contractual or other legal rights or do not meet specified separation criteria (e.g., assembled workforce). In addition, value is attributed by management to certain items that do not qualify as assets at the acquisition date, such as future technologies that management expects to be developed based on a track record of the acquired entities meeting market demands. Management also believes that synergies exist between these newly acquired product lines and the Company’s existing aero and connectivity businesses that allow the opportunity for promising growth. The goodwill was assigned to the Communications & Tracking reporting segment and is not deductible for income tax purposes. The assignment of goodwill to reporting units has been completed and assigned to the Formation and Satamatics reporting units.
The Company included the operating results of Formation and Satamatics in the Communications & Tracking segment in the consolidated statement of operations since the acquisition date for each respective entity. The results for 2009 included net sales of $60.2 million and a loss from continuing operations before taxes of $0.2 million. During 2009, the Company recognized net acquisition-related charges of $7.2 million. These net charges were principally a result of the adoption of SFAS No. 141(R), including transaction costs, and a net charge related to an increase in the earn-out liability. Also included in 2009, was a $1.4 million foreign exchange loss related to the funding of the Satamatics acquisition, 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.
The following table provides unaudited supplemental pro forma information of the Company for 2009 and as if these acquisitions had been completed on January 1 of the respective years. The results were prepared based on the historical financial statements of the Company and the acquired entities and include pro forma adjustments to reflect the effects of the transactions and the provisions of SFAS No. 141(R) as if it had been in effect at these hypothetical acquisition dates (in thousands):
         
  Years Ended
  December 31
 December 31
  2009 2008
 
Net sales $     362,970   383,584 
(Loss) earnings from continuing operations  (19,475)  6,397 
During 2008, the Company completed acquisitions of two entities. Akerstroms Trux AB (“Trux”) of Bjorbo, Sweden was acquired on February 8, 2008, and Sky Connect, LLC (“Sky Connect”) of Takoma Park, MD was
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acquired on August 15, 2008. Trux manufactures and markets vehicle-mount computing solutions for warehousing and production environments in the Nordic region, and Sky Connect is a leading provider of Iridium-based combined tracking and voice systems for the aviation market.
The aggregate purchase price for the entities acquired entitiesin 2008 was approximately $33 million, which could potentially increase by up to $3.5 million based upon achieving certain performance targets for 2009.million. The cost of the acquired entities was allocated based on the fair value of the underlying assets and liabilities, which included identifiable intangible assets of approximately $8.7$8.4 million. Intangible assets are subject to amortization based on expected useful lives that range from fivethree to sevenfive years. Goodwill, totaling approximately $23.4$22.4 million, representsrepresented the excess of the cost over the net of the amounts allocated to the assets acquired and liabilities assumed. The allocations for Sky Connect are preliminary and subject to adjustment as additional information is obtained by the Company. Approximately $11.0 million of the acquired goodwill is deductible over a15-year period for income tax purposes.
Sky Connect is included in the Company’s Satellite Communications & Tracking reportable operating segment, and Trux is included in the Company’s LXE reportable operating segment. Their operating results are being included in the Company’s results of operations from their respective dates of acquisition. The Company recognized a loss on impairment of goodwill of $19.9 million in 2009 at the LXE reporting unit (see Note 3 for additional information). A proportional share of the loss was allocated to the goodwill resulting from the acquisition of Trux.
Pro forma financial statements and information have not been included for either of these businessesthe 2008 acquisitions since they are not considered significant acquisitions individually or in aggregate in relation to the Company’s consolidated financial statements.
In 2007,
(3) GOODWILL AND OTHER INTANGIBLE ASSETS
As discussed in Note 2, the Company acquired DSpace (“DSpace”), of Adelaide, Australia. DSpace develops advanced satellite communications technology, with programs spanning the satellitecompleted two business combinations during 2009, and radio systems domain and was the first to develop a key Inmarsat BGAN (Broadband Global Area Network) capability in 2003.two during 2008. The total purchase price was $5.0 million with $3.2 million in cash paid at closing. The majority of the cost to acquire DSpace was allocated to intangible assets. DSpace is an operating entity of our Satellite Communications reportable segment, and is being included in the Company’s results of operations from the date of its acquisition. Pro formaconsolidated financial statements include the identifiable intangible assets and information have not been included for thisgoodwill resulting from these business since it is not considered a significant acquisitioncombinations in relationaddition to the Company’s consolidated financial statements.

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The Companybusinesses completed the acquisition of Formation, Inc. (“Formation”), of Moorestown, New Jersey, and of Satamatics Global Limited (“Satamatics”), of Tewkesbury, UK on January 9, 2009 and February 13, 2009, respectively. Formation’s core product lines are rugged disk data storage products, wireless access points, advanced integrated recorders, terminal data loaders, and avionics and media file servers. Satamatics’ core products include satellite data communications terminals for mobile asset tracking and monitoring, and related airtime services.prior to 2008.
The aggregate purchase price for these two entities was approximately $86 million, which could potentially increase by up to approximately $15 million based upon achieving certain performance targets for 2009 and 2010. The cost offollowing table presents the acquired entities will be allocated based on the fair value of the underlying assets and liabilities. The total purchase price is subject to adjustment upon finalizing the closing balance sheets. These entities will be included in the Company’s results of operations from their respective acquisition dates.
The changes in carrying amount of goodwill for the year ended December 31, 2008, are as follows:
             
     Satellite    
  LXE  Communications  Total 
             
Balance as of January 1, 2008 $9,982      9,982 
Goodwill acquired during year  12,395   11,007   23,402 
Foreign currency translation adjustment  (1,982     (1,982
Impairment losses         
          
 
Balance as of December 31, 2008 $20,395   11,007   31,402 
          
There were no changes in the carrying amount of goodwill during 2008 and 2009 (in thousands):
             
  Communication
       
  & Tracking  LXE  Total 
 
Balance as of December 31, 2007 $          -   9,982   9,982 
             
Goodwill acquired during year  11,007   12,395   23,402 
Foreign currency translation adjustment  -   (1,982)  (1,982)
             
Balance as of December 31, 2008  11,007   20,395   31,402 
             
Goodwill acquired during year  47,530   -   47,530 
Foreign currency translation adjustment  -   1,295   1,295 
Impairment loss  -     (19,891)    (19,891)
             
             
Balance as of December 31, 2009 $58,537   1,799   60,336 
             
The Company has four reporting units with goodwill from prior acquisitions reported on the balance sheet at December 31, 2009. In completing the annual evaluation for impairment in the fourth quarter of 2009, the estimated fair value of three of the Company’s four reporting units with goodwill exceeded the carrying amount. The amount of goodwill for each reporting unit that passed step one as of December 31, 2009, and
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the percentage by which the estimated fair value exceeded the carrying amount of the reporting unit is as follows (dollars in thousands):
         
     Estimated
 
     Fair Value in
 
  Reported
  Excess of
 
  Goodwill  Carrying Amount 
 
Formation $     24,060   5.9%
Satamatics  23,429   2.5 
Sky Connect  11,048   11.0 
Each of these reporting units was recently acquired. At the acquisition date, the carrying amount of a reporting unit is equal to its fair value. Therefore, a significant excess would not be expected for a recently acquired reporting unit.
For the Company’s LXE reporting unit, the estimated fair value did not exceed the carrying amount. Therefore, the Company completed step two of the impairment testing process to measure the amount of the impairment loss. While the carrying amount exceeded the estimated fair value by only $6.0 million, the impairment loss was measured as $19.9 million, the amount by which the goodwill on LXE’s balance sheet exceeded the implied fair value. The aggregate fair value of the assets and liabilities, including those not reflected in the carrying amount, is compared to the estimated reporting unit fair value with the difference being implied goodwill. The excess of goodwill reported on the balance sheet and this implied goodwill is the impairment loss. For a reporting unit with unrecognized intangible assets or other assets whose fair value exceeds the carrying amount, the impairment loss will exceed the reporting unit fair value deficiency since under U.S. GAAP a step up in fair value for these other assets is not permitted. The impairment loss on goodwill of $19.9 million was recorded at our LXE segment in the fourth quarter of 2009 and represented 93% of the carrying amount of goodwill for this reporting unit.
The Company estimated the fair value of each of its reporting units in a manner similar to the method used in a business combination. The Company utilized both the income approach and the market approach present value techniques in the determination of fair value. Under the income approach, estimated fair value is based on the discounted cash flow method. The key assumptions that drive the estimated fair value of the reporting units under the income approach are level 3 inputs and include future cash flows from operations and the discount rate applied to those future cash flows, determined from a weighted-average cost of capital calculation. The future cash flows include additional key assumptions relating to revenue growth rates, margins and costs. Under the market approach, the value of invested capital is derived through industry multiples and other assumptions. The key assumptions that drive the estimated fair value of the reporting units under the market approach include EBITDA and revenue multiples using guideline companies, the majority of which are level 3 inputs.
The LXE reporting unit was last tested for impairment as of the end of the first quarter in 2009. At that time no impairment of goodwill was indicated LXE’s results for the remainder of the year improved from the first quarter, however, they were somewhat below revised expectations. In developing the 2010 operating plan for the reporting unit, and the longer-term cash flow projections, the cash flows are now projected to be less than previously estimated. Furthermore, the discount rate used to determine the present value of the estimated future cash flows is now higher.
There were no accumulated impairment losses for the Company’s goodwill as of December 31, 2008. After the impairment loss recorded on LXE’s goodwill in 2009, the Company had $19.5 million of accumulated impairment losses on goodwill including foreign currency translation adjustments as of December 31, 2009.
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The following table presents the gross carrying amounts and accumulated amortization, in total and by major intangible asset class, for the Company’s intangible assets subject to amortization as of December 31, 2009 and December 31, 2008 (in thousands):
             
  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 
             
             
  As of December 31, 2008 
  Gross
     Net
 
  Carrying
  Accumulated
  Carrying
 
  Amount  Amortization  Amount 
 
Developed technology $     15,002   7,621   7,381 
Customer relationships  3,405   351   3,054 
Trade names and trademarks  830   217   613 
Other  148   30   118 
             
  $19,385        8,219        11,166 
             
Amortization expense related to these intangible assets for 2009 and 2008 was $9.4 million and $2.2 million, respectively. Amortization expense of $5.5 million and $0.4 million was included in cost of sales, $3.6 million and $1.6 million was included in selling, general and administrative expenses, and $0.2 million and $0.2 million was included in research and development expenses in the Company’s consolidated statements of operations for 2009 and 2008, respectively. Expected amortization expense for the five succeeding years is as follows: 2010 -$8.2 million, 2011 – $7.6 million, 2012 – $7.8 million, 2013 – $7.1 million, and 2014 – $3.8 million.
In-process research and development assets of $0.3 million are not subject to amortization until the projects are complete or abandoned.
(4) FAIR VALUE MEASUREMENTS
The Company adopted ASC Topic 820,Fair Value Measurements and Disclosures, for financial assets and liabilities on January 1, 2008, and for nonfinancial assets and liabilities on January 1, 2009. This guidance clarifies 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, the new guidance establishes athree-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.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
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.
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 Company’s policy is to execute such instruments with creditworthy financial institutions, and it does not enter into derivative contracts for speculative purposes. The fair values of foreign currency contracts of $39,000 net asset at December 31, 2009 and $1.2 million net liability at December 31, 2008 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 liabilities in the Company’s consolidated balance sheets.
The Company has two fixed-rate, long-term mortgages and has borrowings under its revolving credit facility. One mortgage has an 8.0% rate and a carrying amount as of December 31, 2009 and December 31, 2008 of $6.4 million and $7.1 million, respectively. The other mortgage has a 7.1% rate and a carrying amount as of December 31, 2009 and December 31, 2008 of $2.9 million and $3.5 million, respectively. The Company’s borrowings under its revolving credit facility were $18.5 million as of December 31, 2009. The Company did not have any borrowings under its revolving credit facility as of December 31, 2008. The estimated fair value of the Company’s total debt was $26.5 million at December 31, 2009 and is based on quoted market prices for similar instruments (a level 2 input). Mortgage debt and borrowings under the Company’s credit facility are recorded in current and long-term debt on the Company’s consolidated balance sheets.
Management believes that these assets and liabilities can be liquidated without restriction.
The Company had a contingent consideration liability for earn-out provisions resulting from an acquisition completed in the first quarter of 2009 (Refer to Note 1 for additional information). The contingency has since been settled and $13.7 million is due to the sellers, payable in cash in 2010. This liability is recorded in current liabilities on the Company’s consolidated balance sheet as of December 31, 2009. Prior to the amendment to fix the amount of the payment the estimated fair value of this contingent consideration liability was determined by applying a form of the income approach (a level 3 input) based on the probability-weighted projected payment amounts discounted to present value at a rate appropriate for the risk of achieving the milestones.
The table below includes a summary of the change in estimated fair value of the contingent consideration liability (in thousands):
Year Ended
December 31, 2009
Balance at the beginning of the period$-
Acquisitions10,500
Fair value adjustment, including accretion3,229
Balance at the end of the period$         13,729
During 2009, the fair value adjustment was an increase of $3.2 million reflecting changes in its expected payments based on the results of 2009, and an agreement to settle the 2010 earn-out amount. This fair value adjustment was included in acquisition-related items in the consolidated statements of operations.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Subsequent to the Initial Recognition
In accordance with the provisions of ASC Topic 350, goodwill for our LXE segment with a carrying amount of $21.7 million was written down to its implied fair value of $1.8 million, resulting in an impairment charge of $19.9 million, which was included in loss from continuing operations for 2009. The estimated fair value used in the Company’s impairment testing evaluation was determined by applying the income approach and
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market approach, both level 3 inputs. Refer to Note 3 for additional information including the valuation techniques used in the Company’s goodwill impairment evaluation.
ASC Topic 805 requires that identifiable assets acquired and liabilities assumed be reported at fair value as of the acquisition date of a business combination completed on of after January 1, 2009. The Company completed two acquisitions in 2009. Refer to Note 2 for additional information on the estimated fair values of, and the valuation techniques used, for the assets acquired and the liabilities in these two acquisitions.
(5) BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION
Through December 31, 2009, the Company was organized into three reportable segments: Communications & Tracking, LXE, and Defense & Space (“D&S”). The Communications & Tracking segment includes the product lines previously reported in the Satellite Communications segment, and the newly acquired Formation, and Satamatics businesses. (Refer to Note 2 of the Company’s consolidated financial statements for additional information on these recent acquisitions.) The Company determines operating segments in accordance with the Company’s 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.
The Communications & Tracking segment offers satellite-based communications, tracking, and messaging solutions through a broad array of terminals and antennas for the aeronautical, ground-mobile and emergency management markets. The manufacturing cycle for each order is generally just a few days, and revenues are recognized upon shipment of hardware. Product and services are marketed to a variety of customers including major airframe manufacturers, avionics original equipment manufacturers (“OEM”), aircraft operators and owners. Communications & Tracking also derives a portion of its net sales from performance on long-term development contracts. Net sales on these contracts are generally accounted for usingpercentage-of-completion accounting.
The LXE segment manufactures mobile terminals and wireless data collection equipment for logistics management systems. The manufacturing cycle for each order is generally just a few days, and generally revenues are recognized upon shipment of product. Products are marketed directly to end-users, through distributors, and integrators (such as value-added resellers who provide inventory management software) that incorporate it with their products and services for sale and delivery to end users. LXE operates mainly in two markets; the Americas market, which is comprised of North, South and Central America and the international market which is comprised of all other geographic areas with the highest concentration in Europe.
The D&S segment manufactures custom-designed, highly engineered subsystems for use in space, airborne, and terrestrial applications for communications, radar, surveillance, precision tracking and electronic countermeasures. Orders typically involve development and production schedules that can extend a year or more, and most revenues are recognized under thepercentage-of-completion long-term contract accounting method. Products are typically sold to prime contractors or systems integrators rather than to end-users.
Accounting policies for segments are the same as those described in the summary of significant accounting policies.
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The following segment data is presented in thousands:
             
  Years Ended December 31 
  2009  2008  2007 
 
Net sales:            
Communications & Tracking $    158,952        112,517         89,968 
LXE  109,441   145,885   138,821 
Defense & Space  91,579   76,643   59,090 
             
Total $359,972   335,045   287,879 
             
Operating (loss) income:            
Communications & Tracking $11,383   14,187   12,189 
LXE  (26,531)  2,861   7,067 
Defense & Space  7,314   6,381   4,876 
Corporate & Other  (6,799)  (3,805)  (4,865)
             
Total $(14,633)  19,624   19,267 
             
Interest income, net of foreign exchange losses:            
Communications & Tracking $826   (154)  (564)
LXE  (84)  500   236 
Defense & Space  1   6   7 
Corporate & Other  (1,344)  1,492   4,334 
             
Total $(601)  1,844   4,013 
             
Interest expense:            
Communications & Tracking $68   62   121 
LXE  93   406   348 
Defense & Space  -   40   141 
Corporate & Other  2,020   1,171   1,343 
             
Total $2,181   1,679   1,953 
             
(Loss) earnings from continuing operations before income taxes:            
Communications & Tracking $12,141   13,971   11,504 
LXE  (26,708)  2,955   6,955 
Defense & Space  7,315   6,347   4,742 
Corporate & Other  (10,163)  (3,484)  (1,874)
             
Total $(17,415)  19,789   21,327 
             
The results from continuing operations before income taxes for Corporate & Other for the year ended December 31, 2009 include a net charge of $7.2 million for acquisition-related items, and other corporate expenses that are not allocated to operating segments in the financial data reviewed by the chief operating decision maker. The acquisition-related items were principally a result of the adoption of SFAS No. 141(R), including transaction costs, and the accretion of an earn-out liability related to one of the Company’s recent acquisitions recorded at estimated fair value on a discounted basis an increase in the estimated fair value of the earn-out liability in 2009 reflecting changes in the expected earn-out payments based on the results of 2009, and an agreement between the Company and the sellers of the acquired entity to settle the 2010 earn-out provisions. In addition, the results from continuing operations before income taxes for 2009 includes a $1.4 million foreign exchange loss related to the funding of the Satamatics acquisition.
The results from continuing operations before income taxes for LXE include an impairment loss on goodwill of $19.9 million for the year ended December 31, 2009. The Company completed its annual evaluation for goodwill impairment in the fourth quarter of 2009 and determined that the amount of goodwill recorded in
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connection with the LXE segment was impaired, as the current performance and future expectations do not support the carrying amount of its goodwill.
             
  Years Ended December 31 
  2009  2008  2007 
 
Capital expenditures:            
Communications & Tracking $      3,076         4,385          6,589 
LXE  3,726   2,957   3,364 
Defense & Space  5,966   6,105   3,684 
Corporate & Other  665   422   942 
             
Total $13,433   13,869   14,579 
             
Depreciation and amortization:            
Communications & Tracking $12,117   5,089   3,619 
LXE  3,345   3,363   2,205 
Defense & Space  3,367   3,023   2,620 
Corporate & Other  1,160   1,023   1,222 
             
Total $19,989   12,498   9,666 
             
         
  December 31 
  2009  2008 
 
Assets:        
Communications & Tracking $    220,405        99,323 
LXE  71,632   107,230 
Defense & Space  53,883   47,417 
Corporate & Other  28,225   73,395 
         
Total $374,145   327,365 
         
Following is a summary of enterprise-wide information (in thousands):
             
  Years Ended December 31 
  2009  2008  2007 
 
Net sales to customers in the following countries:            
United States $     252,749   202,520   176,209 
Other foreign countries  107,223   132,525   111,670 
             
Total $359,972       335,045       287,879 
             
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Net sales are attributed to individual countries based on the customer’s country of origin at the time of the sale.
         
  December 31 
  2009  2008 
 
Long-lived assets (excluding goodwill) are located in the following countries:        
United States $     54,372   32,831 
United Kingdom  24,442   2,050 
Canada  8,820   7,609 
Other foreign countries  9,562   9,248 
         
Total $97,196   51,738 
         
Concentration of net assets by geographic region:        
United States $72,826   128,692 
Canada  62,239   53,252 
Europe  97,216   53,801 
Other  4,810   6,997 
         
Total $237,091        242,742 
         
Sales to no individual customer exceeded more than 10% of our annual net sales during any of the years ended December 31,2007 and 2006.31, 2008 or 2007. Sales to one of our customers during the year ended December 31, 2009 exceeded 10% of our annual net sales, with sales of $37.9 million, mainly due to a significant order received by our D&S segment that is not expected to reoccur.
(4) INVENTORIES
(6) INVENTORIES
Inventories as of December 31, 20082009 and 20072008 included the following (in thousands):
                
 December 31 December 31  December 31 
 2008 2007  2009 2008 
 
Parts and materials $26,730 18,864  $     25,221   26,730 
Work-in-process 2,404 3,733   5,142   2,404 
Finished goods 6,536 6,352   10,292   6,536 
          
 $35,670 28,949  $40,655         35,670 
          
(5) OTHER INTANGIBLE ASSETS
In 2008, the Company acquired TruxCosts included in inventories related to long-term programs or contracts are primarily for materials and Sky Connect, and recorded intangible assets of $8.7work performed on programs awaiting funding, or on contracts not yet finalized. Such costs were $1.1 million on the consolidated balance sheet. Based on the year-end foreign currency exchange rate, the amount of these intangible assets was $8.2 million. As ofat December 31, 2008, the net amount of these intangible assets was $7.3 million. These intangible assets are being amortized over the weighted-average life of 4.8 years. Amortization expense relating to these intangible assets was $1.1 million in 2008, with amortization expense of $1.8 million expected for years 2009, and 2010, $1.5$1.6 million for 2011 and 2012, and $0.6 million for 2013.
In 2007, the Company acquired DSpace, and recorded an intangible asset of $4.9 million on the consolidated balance sheet. Based on the year-end foreign currency exchange rate the amount of this intangible asset was $4.3 million. As ofat December 31, 2008 and 2007, the net amount2008.
93 of this intangible asset was $3.6 million, and $4.9 million, respectively. This intangible asset is being amortized over an estimated useful life of 10 years. Amortization expense relating to this intangible asset was $0.5 million in 2008, with amortization expense of $0.5 million expected for years 2009 through 2013.105
The Company also acquired various intangible assets through acquisitions of technology companies in prior years totaling $5.8 million. Based on the year-end foreign currency exchange rate the amount of these intangible assets was $6.9 million. As of December 31, 2008 and 2007, the net amount of these additional intangible assets was $0.3 million and $0.9 million, respectively. These intangible assets are being amortized over the weighted-average life of 5.7 years. Amortization expense relating to these intangible assets was $0.6 million in 2008 and $1.0 million in 2007, with amortization expense of $0.3 million expected for 2009.

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(6) LONG-TERM DEBT
(7) LONG-TERM DEBT
The following is a summary of long-term debt as of December 31, 20082009 and 20072008 (in thousands):
                
 2008 2007  2009 2008 
Revolving credit loan with a syndicate of banks in the U. S., which matures in February 2013, interest payable monthly at a variable rate (3.75% at the end of 2009) $  18,500   -- 
 
Promissory note, secured by a first mortgage on the Company’s headquarters facility, maturing in 2016, principal and interest payable in equal monthly installments of $104 with a fixed interest rate of 8.0% $7,076 7,730   6,370   7,076 
 
Term loan with an insurance company, secured by a U.S. building, maturing in February 2014, principal and interest payable in equal monthly installments of $68 with a fixed interest rate of 7.1% 3,466 4,012   2,878   3,466 
 
Capital lease agreements, secured by machinery and equipment, computer hardware, software and peripherals, with various terms through 2010, due in quarterly installments with implicit interest rates of 3.0% to 4.2% 10 16   2   10 
Revolving credit loan with a bank in the United Kingdom, which matured on April 2008, interest payable monthly at a variable rate (6.5% at the end of 2007)  1,962 
          
Total long-term debt 10,552 13,720   27,750     10,552 
Less current installments of long-term debt 1,302 3,174   1,398   1,302 
          
Long-term debt, excluding current installments $9,250 10,546  $26,352   9,250 
          
On February 29, 2008, the
The Company entered intohas a new revolving credit agreement with a syndicate of banks. This new agreement replaced the previous U.S. revolving credit and Canadian revolving credit agreements. Under the newthis agreement, the Company has $60.0$60 million total capacity for borrowing in the U.S. and $15.0$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 $50.0$50 million with additional commitments from the current lenders or from new lenders. The existing lenders have no obligation to increase their commitments. The credit agreement provides for borrowings through February 28, 2013, with no principal payments required until maturity. The credit agreement is secured by substantially all of the Company’s tangible and intangible assets, with certain exceptions for real estate that secures existing mortgages, for other permitted liens, and for certain assets in foreign countries.
Interest will be, at the Company’s option, a function of either the lead bank’s prime rate or the then-published London Interbank Offered Rate (“LIBOR”) for the applicable borrowing period. A commitment fee equal to 0.30% per annum of the average daily unused credit is payable quarterly. As of December 31, 2008,2009, the Company had no$18.5 million of borrowings outstanding under this revolving credit facility.
The credit agreement includes a financial covenant that establishes a maximum ratio of total funded debt to historical consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The credit agreement also establishes a minimum ratio of consolidated EBITDA less capital expenditures and taxes paid to specific fixed charges, primarily interest, scheduled principal payments under all debt agreements and dividends. The credit agreement includes various other covenants that are customary in such borrowings. The agreement also restricts the ability of the Company to declare or pay cash dividends.
The Company has $2.0$2.5 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, as of December 31, 2008,2009, the Company had $60.0$41.5 million available for borrowing in the U.S. and $13.0$12.5 million available for borrowing in Canada under the revolving credit agreement.

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Following is a summary of the combined principal maturities of all long-term debt (in thousands) as of December 31, 2008:2009:
           
2009 $1,302 
2010 1,332      $  1,398 
2011 1,500       1,434 
2012 1,618       1,618 
2013 1,745       20,245 
2014      1,114 
Thereafter 3,055       1,941 
      
Total principal maturities $10,552      $27,750 
      
Included in these totals are principal payments to be made under the Company’s capital lease agreements.
(7) STOCK-BASED COMPENSATION
8) STOCK-BASED COMPENSATION
The Company has granted nonqualified stock options and nonvested restricted stock to key employees and directors under several stock option plans. All outstanding options have been granted with an exercise price equal to the fair market value of the stock on the grant date. The principal vesting requirement for all options granted prior to 2006 and in 2007 and 2008after 2006 was satisfaction of a service condition. The vesting requirements for options granted in 2006 included service-based and performance-based conditions. Grants to executives are made from a shareholder-approved plan. Grants to non-executives are made from a plan that has not been subject to shareholder approval. As of December 31, 2008,2009, there were options exercisable under all plans for approximately 609,000789,000 shares of common stock, and there were approximately 1,876,0001,833,000 shares available for future option grants. Upon exercise of an option, the Company’s policy is to issue new shares.
The grants of restricted stock are valued on the date of grant at the intrinsic value of the underlying stock. Typically, the only restriction related to these grants is a service condition. The Company expenses the value of a nonvested grantStock-based compensation is recognized on a straight-line basis over the relatedrequisite service period.period for each separately vesting portion of an award as if the award was, in substance, multiple awards. As of December 31, 2008,2009, the Company had granted 81,000124,000 nonvested shares to employees of which 18,00025,000 shares vested in 2008,2009, and 4,0003,000 shares were forfeited.
The Company recognized charges to income of $2,470,000 in 2009, $2,339,000 in 2008, and $1,727,000 in 2007, and $987,000 in 2006, before income tax benefit, for all the Company’s stock plans. The Company also recognized related income tax benefits of $846,000, $955,000, $758,000, and $284,000$758,000 for the same periods, respectively.
Following is a summary of options outstanding as of December 31, 20082009 (shares in thousands):
                         
  Outstanding Exercisable
  Number Weighted Weighted Average Number Weighted Weighted Average
Range of of Average Remaining of Average Remaining
Exercise Prices Shares Exercise Price Contractual Life Shares Exercise Price Contractual Life
                         
$11.63 - 13.89  76  $13.00       70  $12.98     
13.90 - 14.93  69   14.22       69   14.22     
14.94 - 15.80  62   15.63       57   15.63     
15.81 - 18.98  130   18.13       93   18.14     
18.99 - 20.00  180   19.35       82   19.19     
20.01 - 22.74  191   21.08       142   21.28     
22.75 - 28.67  200   26.85       96   25.80     
                         
                         
11.63 - 28.67  908   20.02  3.9 years  609   18.95  3.7 years
                         
                         
   Outstanding Exercisable 
   Number
  Weighted
  Weighted Average
 Number
  Weighted
  Weighted Average
 
Range of
  of
  Average
  Remaining
 of
  Average
  Remaining
 
Exercise Prices
  
Shares
  
Exercise Price
  
Contractual Life
 
Shares
  
Exercise Price
  
Contractual Life
 
 
$  11.63 - 13.89        51  $  13.14          51  $  13.14     
 13.90 - 14.93   49   14.22     49   14.22     
 14.94 - 15.80   62   15.63     62   15.63     
 15.81 - 18.98   161   18.22     142   18.23     
 18.99 - 20.00   171   19.34     127   19.27     
 20.01 - 22.74   201   21.15     178   21.04     
 22.75 - 28.67   299   25.67     180   25.97     
                         
$11.63 - 28.67   994  $20.63  3.4 years  789  $20.02   3.1 years 
                         
The Company adopted SFAS No. 123(R), under the modified prospective method
95 of transition, on January 1, 2006. Under the modified prospective method, share-based compensation is recognized for (1) new share-based payment awards granted after the effective date, (2) awards modified, repurchased, or cancelled after the effective date, and (3) the remaining portion of the requisite service under previously-granted unvested awards outstanding as of the effective date. Measurement and attribution of compensation costs for unvested share-based payment awards105

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granted prior to the adoption of SFAS No. 123(R) are based on the original measure of the grant-date fair value and the same attribution method used previously under the provisions for pro-forma disclosures of SFAS No. 123. The modified prospective method does not allow any change to the grant-date fair value of previously reported share-based payment awards.
Options with service-based vesting only
The principal vesting requirement for all options granted prior to 2006 and in 2007 and 2008after 2006 is a service condition that requires an employee to render service to the Company for a specified period of time. Vesting periods range from six months to four years, and substantially all of these options have graded vesting over these periods. Options provide for accelerated vesting if there is a change of control, as defined in the plans. All outstanding options expire from six to ten years after the date of grant.
Following is a summary of service-based option activity for 20082009 (shares and aggregate intrinsic value in thousands):
                                
 Weighted       Weighted
   
 Average       Average
   
 Weighted Remaining     Weighted
 Remaining
   
 Number Average Contractual Aggregate Number
 Average
 Contractual
 Aggregate
 
 of Exercise Life Intrinsic of
 Exercise
 Life
 Intrinsic
 
 Shares Price (in years) Value Shares Price (in years) Value 
 
Options outstanding at December 31, 2007 680 $18.22 
Options outstanding at December 31, 2008            774  $     20.16         
Granted 144 28.06   188   22.43         
Exercised  (56) 17.75   (48)  13.80         
Forfeited or expired 6 29.17   (46)  23.67         
      
Options outstanding at December 31, 2008 774 20.16 4.0 $2,502 
Options outstanding at December 31, 2009  868   20.82   3.5  $     163 
      
Options exercisable at December 31, 2008 546 18.91 3.7 2,137 
Options exercisable at December 31, 2009  677   20.11   2.9   163 
      
The fair value of each service-based option grant is estimated on the date of grant using the Black-Scholes option pricing model and the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s stock over a period equal to the expected term. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
                  
 2008 2007 2006 2009 2008 2007
 
Expected volitility  45% - 46%  53% - 59%  54% - 61% 47% 45% - 46% 53% - 59%
Expected term (in years) 4.8 - 5.0 4.7 - 8.3 5.0 - 8.3  4.6 4.8 - 5.0 4.7 - 8.3
Risk-free rate  2.9% - 3.0%  4.5% - 4.9%  4.7% - 5.1% 1.5% - 2.1% 2.9% - 3.0% 4.5% - 4.9%
Expected dividend yield None None None None None None
The weighted-average grant-date fair value of service-based options granted in years 2009, 2008, and 2007 was $9.15, $12.02, and 2006 was $12.02, $9.98, and $12.96, respectively. The total intrinsic value for service-based options exercised during the years ended December 31, 2009, 2008 and 2007 and 2006 was $370,000, $501,000 and $2,257,000, and $742,000, respectively.
As of December 31, 2008,2009, there was $1,087,000$787,000 of total unrecognized compensation cost related to nonvested service-based options granted under the Company’s plans. That cost is expected to be recognized over a weighted-average period of 1.42.3 years.
Options with performance-based and service-based vesting
In 2006, the Company issued options that included both performance-based and service-based vesting conditions. Each option became exercisable as to 25% of the shares beginning on the first anniversary of the grant and

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continuing on the subsequent three anniversaries, provided that the Company or, in the case of segment employees, the employee’s principal segment during the year, has achieved, during the year preceding each vesting date, the earnings target specified by the Board’s compensation committee at the beginning of each year. These performance-based options expire on the sixth anniversary of the date of grant. All other terms and conditions of these option grants are similar to options with service-based vesting only.
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Following is a summary of option activity for options with both performance-based and service-based vesting conditions for 20082009 (shares and aggregate intrinsic value in thousands):
                                
 Weighted       Weighted
   
 Average       Average
   
 Weighted Remaining     Weighted
 Remaining
   
 Number Average Contractual Aggregate Number
 Average
 Contractual
 Aggregate
 
 of Exercise Life Intrinsic of
 Exercise
 Life
 Intrinsic
 
 Shares Price (in years) Value Shares Price (in years) Value 
 
Options outstanding at December 31, 2007 154 $19.06 
Options outstanding at December 31, 2008         134  $     19.21         
Granted     -   -         
Exercised  18.05   -   -         
Forfeited or expired  (20) 18.05   (8)  18.05         
      
Options outstanding at December 31, 2008 134 19.21 3.3 $399 
Options outstanding at December 31, 2009  126   19.28   2.3  $       - 
      
Options exercisable at December 31, 2008 64 19.28 3.3 185 
Options exercisable at December 31, 2009  112   19.44   2.3   - 
      
The fair value of each performance-based and service-based option grant is estimated on the date of grant using the Black-Scholes option pricing model and the assumptions noted in the table below. The basis for each of the critical assumptions listed below is the same as those used to determine the fair value of the Company’s service based option grants.
             
  2008 2007 2006
             
Expected volitility 40% 55% - 56% 56%
Expected term (in years) 3.0 4.0 5.0
Risk-free rate 2.2% - 2.4% 4.7% 4.8% - 5.0%
Expected dividend yield None None None
The weighted-average grant-date fair value ofThere were no options granted in 2009, 2008 or 2007 with both performance-based and service-based vesting conditions granted during 2006 was $10.09.conditions. There were no such options granted in 2007 or 2008.exercised during the year ended December 31, 2009. The total intrinsic value of such options exercised during the years ended December 31, 2008 and 2007 was $3,000, and $56,000, respectively. There were no options exercised during the year ended December 31, 2006.
The combined grant-date fair value of both service-based and performance and service-based grants vested during the years ended December 31, 2009, 2008, and 2007 and 2006 was $2.2 million, $1.3 million, $1.1 million, and $1.9$1.1 million, respectively. The Company received $0.8$0.5 million, $4.3$0.9 million, and $2.1$4.3 million from all share options exercised, net of withholding taxes, during 2009, 2008, and 2007, and 2006, respectively.

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Nonvested stock
Following is a summary of nonvested stock activity for 20082009 (shares in thousands):
                
 Weighted   Weighted-
 
 Number Average Number
 Average
 
 of Grant-Date of
 Grant-Date
 
 Shares Fair Value Shares Fair Value 
Nonvested stock outstanding at December 31, 2007 39 $18.26 
Nonvested stock outstanding at December 31, 2008            55  $  24.99 
Granted 38 28.35   44   18.86 
Vested  (18) 19.49   (25)  23.03 
Forefeited  (4) 15.74   (3)  28.00 
      
Nonvested stock outstanding at December 31, 2008 55 24.99 
Nonvested stock outstanding at December 31, 2009  71  $21.77 
      
Nonvested stock valued at $72,000, $206,000, $58,000, and $717,000$58,000 was granted to certain senior executives during 2009, 2008, 2007, and 2006,2007, respectively, and $860,000$746,000 was granted to non-executivenonexecutive employees in 2008.2009. The only restriction on the stock is the completion of specified service periods. As of December 31, 2008,2009, there was $698,000$736,000 of total unrecognized compensation cost related to nonvested stock awards. That cost is expected to be recognized on a straight-line basis over a weighted-average 2two year service period.
(8) INCOME TAXES
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9)INCOME TAXES
Total income tax benefit (expense) provided for in the Company’s consolidated financial statements consists of the following for the years ended December 31, 2009, 2008, 2007, and 20062007 (in thousands):
            
             2009 2008 2007 
 2008 2007 2006 
Income tax benefit (expense), continuing operations $682  (2,080) 1,823  $  4,266        682     (2,080)
Income tax benefit (expense), discontinued operations  82  (7,222)
Income tax benefit, discontinued operations  4,001   -   82 
Income tax benefit resulting from exercise of stock options credited to shareholders’ equity 203 643 213   133   203   643 
              
Total $885  (1,355)  (5,186) $8,400   885   (1,355)
              
The components of income tax benefit (expense) for continuing operations for the years ended December 31, 2009, 2008 2007 and 20062007 were (in thousands):
                        
 2008 2007 2006  2009 2008 2007 
 
Current:             
Federal $(1,460)  (1,483) 395  $     (42)       (1,460)       (1,483)
State  (176)  (332)  (506)  (128)  (176)  (332)
Foreign  (689)  (1,274)  (1,806)  (193)  (689)  (1,274)
              
Total  (2,325)  (3,089)  (1,917)  (363)  (2,325)  (3,089)
              
Deferred:             
Federal 1,569 878 2,457   4,646   1,569   878 
State 9 35 42   5   9   35 
Foreign 1,429 96 1,241   (22)  1,429   96 
              
Total 3,007 1,009 3,740   4,629   3,007   1,009 
              
Total income tax benefit (expense) $682  (2,080) 1,823  $4,266   682   (2,080)
              
Income tax benefit (expense) for continuing operations differed as follows from the amounts computed by applying the U.S. federal statutory income tax rate of 34%, 34% and 35% to earningsloss (earnings) from continuing operations before income taxes for the years ended December 31, 2009, 2008, 2007, and 2006,2007, respectively (in thousands):

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  2009  2008  2007 
 
Benefit (expense) computed at the federal statutory rate Effect of: $  5,921   (6,728)  (7,251)
State income taxes, net of federal income tax effects  (81)  (110)  (196)
Tax credits from research activities  3,563   1,716   936 
Difference in effective foreign tax rates  5,262   4,544   4,127 
Valuation allowance  (1,040)  1,195   49 
Foreign permanent differences  (215)  (55)  (177)
Nondeductible goodwill impairment  (6,763)      
Nondeductible acquisition-related items  (2,450)      
Other  69   120   432 
             
Income tax benefit (expense) $4,266   682   (2,080)
             
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  2008  2007  2006 
             
Expense computed at the federal statutory rate $(6,728)  (7,251)  (4,893)
Effect of:            
State income taxes, net of federal income tax effects  (110)  (196)  (321)
Tax credits from research activities  1,716   936   4,181 
Difference in effective foreign tax rates  4,544   4,127   1,494 
Valuation allowance  1,195   49   1,881 
Foreign permanent differences  (55)  (177)  (366)
Other  120   432   (153)
          
Income tax benefit (expense) $682   (2,080)  1,823 
          
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 20082009 and 20072008 are presented below (in thousands):
                
 2008 2007  2009 2008 
 
Deferred tax assets:         
Inventories $602 892  $     1,353          602 
Accrued compensation costs 769 835   2,499   769 
Accrued warranty costs 779 821   1,278   779 
Foreign research expense and tax credit carry forward 33,721 53,895 
Foreign net operating loss carry forward 1,272 575 
Foreign research expense and tax credit carryforwards  40,241   33,721 
U.S. and foreign net operating loss carryforwards  4,932   1,272 
Credit for corporate minimum tax 408 675   709   408 
Research and development credit carry forward 1,427 387 
U.S. research and development credit carryforwards  7,714   1,427 
Stock-based compensation 1,594 721   2,283   1,594 
Other 1,843 950   2,388   1,843 
          
Total gross deferred tax assets 42,415 59,751   63,397   42,415 
Valuation allowance (28,549)  (49,094)  (37,851)  (28,549)
          
 13,866 10,657   25,546   13,866 
          
 
Deferred tax liabilities:         
Property, plant and equipment 3,993 3,079   3,715   3,993 
Intangible Assets  13,132   - 
Other 923 220   729   923 
          
Total gross deferred tax liabilities 4,916 3,299 
  17,576   4,916 
          
Net deferred tax assets $8,950 7,358  $7,970   8,950 
          
The net change in the valuation allowance for 2009, 2008 and 2007 and 2006 was an increase of $9.3 million, a decrease of $20.5 million, and an increase of $16.2 million, and a decrease of $14.0 million, respectively. The majority of the valuation allowance is necessary for the deferred tax assets in Canada, primarily the research expense and tax credit carryforwards. The Canadian increase in the valuation allowance in 2009 was attributable primarily to the effect of changes in foreign currency exchange rates ($4.3 million), revaluing the deferred tax asset to reflect future lower tax rates in the period the asset will be includable in taxable income ($3.5 million), generation of additional deferred tax assets ($5.1 million) and revision in estimate of prior year deferred tax assets ($7.4 million). These increases were partially offset by utilization of carryforwards with current period taxable income ($9.3 million) and revision in estimated utilization of deferred tax assets in the prior year ($4.9 million). The remaining increase in the valuation allowance in 2009 is due to business acquisitions and other jurisdictions with deferred tax assets for which realization is not more likely than not. The decrease in the valuation allowance in 2008 was attributable primarily to utilization of carryforwards with current period taxable income ($4.1 million), reduction of existing carryforwards as a result of revisions to amounts available ($5.9 million), the effect of changes in foreign currency exchange rates ($9.2 million) and a release of a portion of thebeginning-of-the-year valuation allowance based on revisions to projected taxable income in the relatively near term ($1.3 million), supported by actual continuing profitability in the past several years. The Company has not conducted a study of credits available in 2008; therefore, no related deferred tax assets were recognized. However, the Company has until June 2010 to complete such an analysis and file a claim for the credits. The increase in the valuation allowance in 2007 was attributable primarily to an increase in existing carryforwards as a result of revisions to amounts available ($8.2 million) and the effect of changes in foreign currency exchange rates ($5.8 million). In 2006, the decrease in valuation allowance for deferred tax assets reflects: adjustments of $8.2 million with a corresponding reduction in the Canadian deferred tax assets; utilization of a $3.3 million capital loss; change in judgment of $1.7 million related to Canadian estimated future taxable income; and utilization/change in judgment/sale of operations of $1.2 million related to non-Canadian foreign operations.

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In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible, or prior to expiration of carry forwardcarryforward items. Management considers the expected reversal of deferred tax liabilities, expected levels of future taxable income and tax planning
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strategies in making this assessment. Based on these considerations, management believes it is more likely than not that the Company will realize the benefits of these deferred tax assets, net of the existing valuation allowances as of December 31, 2008.2009. In most jurisdictions, recent levels of earnings are sufficient to realize the benefits of the deferred tax assets, net of the valuation allowance, over a relatively short period of time. Due to the length of time until all of the deferred tax assets would be realized and the uncertainty that exists in the current global economy, the releaseno additional benefit was realized in 2008 was limited to that amount.Canada in 2009. The valuation allowance may be reduced further in the future resulting in an income tax benefit to future consolidated statements of operations if profitability expectations for the future continue to increase.increase or the certainty of such projections increases. The amount of deferred tax asset considered realizable, however, could be reduced in the future if estimates of future taxable income during the carryforward period are reduced.
The Company has Investment Tax Credit carryforwards in Canada with a20-year expiration carryforward period and Scientific Research and Experimental Development expenditure credits in Canada with an unlimited expiration period. The net amount of the deferred tax benefit is $33,721,000$40.2 million with the majority of the amount offset by a valuation allowance. The specific carryforward periods for the Investment Tax Credits extend from years 20182019 through 20272029 from amounts generated from tax years 19981999 through 2007.
2009. The Company also has $4,441,000$13.7 million of net foreign operating loss carryforwards.carryforwards in multiple jurisdictions. Despite an unlimited expiration carryforward period, the Company has close to a full valuation allowance placed on these benefits as it is not more likely than not that the attributes will not be utilized in the future. The Company has $1.5 million of net U.S. Federal operating loss carryforward as a result of an acquisition in 2009. The specific carryforward period of the U.S. Federal operating loss extends to 2029 from amounts generated in 2009. The Company also has net $7.7 million of U.S. research and development credits. The specific carryforward period of the U.S. research and development credits extends from years 2020 through 2029 from amounts generated from tax years 2000 through 2009. The Company has not placed a valuation allowance against these U.S. Federal and state benefits as it is more likely than not the attributes will be utilized in the future based on projected future taxable income net of reversal of deferred tax liabilities.
The U.S. operations are consolidated for federal income tax purposes. These U.S. operations had a loss from continuing operations before income taxes of $19.5 million in 2009. However, U.S. taxable income for income tax reporting is expected to be approximately $2.1 million primarily due to nondeductible amounts for the goodwill impairment loss and acquisition related items. The U.S. operation had earnings before income taxes of $4,489,000$4.5 million in 2008, $5,716,000and $5.7 million in 2007, and $5,033,000 in 2006.2007. The continuing combined foreign operations reported earnings before income taxes of $15,300,000, $15,611,000,$2.1 million, $15.3 million, and $8,947,000$15.6 million in 2009, 2008, and 2007, and 2006, respectively. The loss for discontinued operations in 2009 was primarily within the U.S.
The Company adopted the provisions of FASB Interpretation No. 48 (“FIN 4848”),Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109(which is now included in ASC Subtopic740-10Income Taxes) on January 1, 2007. As a result of the adoption of FIN 48,ASC Subtopic740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits. Upon adoption on January 1, 2007, the Company had $2,560,000$2.6 million of unrecognized tax benefits, as adjusted to $2,714,000$2.7 million to reflect the reclassification of amounts in discontinued operations and accrued interest on unrecognized benefits. As of December 31, 2007,2009, the Company had $2,591,000$2.0 million of unrecognized tax benefits, $2,105,000all of which would affect the Company’s effective tax rate if recognized. As
100 of December 31, 2008, the Company had $2,949,000 of unrecognized tax benefits, $2,562,000 of which would affect the Company’s effective tax rate if recognized.105


The following table summarizes the activity related to the Company’s unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 20082009 and 20072008 (in thousands):
                
 2008 2007  2009 2008 
 
Balance as of January 1 $2,591 2,714  $  2,949     2,591 
Increases related to current year tax positions 194 472   917   194 
Increases related to prior year tax positions 270 31   5   270 
Decreases related to lapsing of statute of limitations  (14)  (23)  (6)  (14)
Decreases related to settlements with taxing authorities   (788)  (1,915)  - 
Foreign exchange  (92) 185 
Changes in foreign currency exchange rate  69   (92)
          
Balance as of December 31 $2,949 2,591  $2,019   2,949 
          
In the normal course of business, the Company is subject to audits from the federal, state, provincial and other tax authorities regarding various tax liabilities. The Company records refunds from audits when receipt is assured and records assessments when a loss is probable and estimable. These audits may alter the timing or amounts of taxable

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income or deductions, or the allocation of income among tax jurisdictions. The amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. The Company is generally no longer subject to income tax examination by tax authorities for years before 2002.
The Company is currently undersettled an audit by the Internal Revenue Service for the tax year 2006.2006 in the third quarter 2009. The Company settled a Canada provincial audit for 2004 and 2005 in the fourth quarter 2009. The settlement of these audits resulted in a decrease in unrecognized tax benefits of $1.9 million as noted above. The Company also settled a Canada federal audit for the years 2002 through 2004 in the first quarter 2010. The settlement did not affect any amounts reflected in the consolidated financial statements as of December 31, 2009. The Company is alsostill under audit in Canada at the federal level for years 2006 and the Ontario and Quebec provincial levels for various years between 2002 and 2006.2007. The Company expects to complete the audits 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.
(9) RETIREMENT PLANS
(10)DISCONTINUED OPERATIONS
Prior to 2007, 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 us 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 in discontinued operations in the fourth quarter of 2009. The Company accrues for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. Prior to the decision by the arbitrator, the Company did not believe that sufficient information existed to evaluate such claims, and could not reasonably estimate the range of this liability, or determine whether such liability would be material. The interim award will not become final until the arbitrator determines awards of costs and attorneys’ fees, which the parties will be briefing in the near future. It is not possible at this time to determine the amount of any additional award, but any such award would be reflected in discontinued operations when it becomes probable and estimable. The Company is assessing its options in response to the interim award. Legal costs of $1.5 million associated with the defense of this claim were also reflected in discontinued operations in 2009.
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
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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 December 31, 2009, with respect to this contingency. The Company incurred no additional costs related to this disposition in 2009, 2008 or 2007.
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 for 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 December 31, 2009, 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 in discussions of a possible 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 Company’s consolidated balance sheet as of December 31, 2009.
In 2006, the Company completed the sale of its former SatNet division. The asset purchase agreement (“APA”) provided for the payment of $2.3 million of the aggregate consideration in an interest-bearing note to be repaid over a three-year period beginning in May 2007. As of December 31, 2009, approximately $1.1 million of this note receivable, excluding accrued interest, remained unpaid. The purchaser has indicated that it believes it has claims that offset the unpaid balance. The Company does not believe that these claims are valid according the terms of the APA and has filed an arbitration demand with the purchaser. Management believes that the purchaser has the ability to pay the remaining balance of this note receivable, and that the receivable recorded in its consolidated balance sheet is fully collectible.
The results of these discontinued operations for 2009, 2008 and 2007 were as follows (in thousands):
             
  2009  2008  2007 
 
Loss before income taxes $  (10,917)            -          (585)
Income tax benefit  4,001   -   82 
             
Loss from discontinued operations $(6,916)  -   (503)
             
The Company’s discontinued operations reported a loss before income taxes of $10.9 million in 2009. The loss was mainly a result of a $9.2 million liability recorded in 2009 for costs awarded for warranty claims under the provisions of the sales agreement of our former EMS Wireless division, and for legal costs associated with the defense of these claims. In 2008, discontinued operations had no effect on the Company’s net earnings. The Company’s discontinued operations reported a loss before income taxes of $0.6 million in 2007, mainly due to additional costs incurred to settle various contingent items, as well as expenses for legal, audit, and other outside services for the sale of SatNet and EMS Wireless.
(11)RETIREMENT PLANS
The Company established a qualified defined contribution plan in 1993. AllU.S.-based employees that met a minimum service requirement (approximately 500 employees) were eligible to participate in the plan prior to 2008. In 2008, eligibility was reduced to employees who had more than 15 years of service and were at least 50 years of age at December 31, 2007. Approximately 450 employees were eligible to participate in the plan in 2009, 500 in 2008, and 650 in 2007. The Company contributions are allocated to each participant based upon an age-weighted formula that discounts an equivalent benefit (as a percentage of eligible compensation) at age 65 to each employee’s current
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age. Accumulated contributions are invested at each participant’s discretion from among a diverse range of investment options offered by an independent investment firm selected by the Company.
The Company’s contribution to this plan is determined each year by the Board of Directors. There is no required minimum annual contribution, but the contribution for 20082009 was approximately 3.2%1.8% of base payroll of eligible employees. The plan is scheduled to be terminated after 2015. Contributions after 2007 arewere at a lower level than in prior years and are further reduced for employees who had less than 15 years of service or were less than 50 years of age at December 31, 2007. The Company’s total expense through continuing operations related to the defined contribution plan totaled $0.6 million in 2009, $1.1 million in 2008, and $2.4 million in 2007, and $2.2 million for 2006.2007.
The Company sponsors qualified retirement savings plans in the U.S., Canada and the United Kingdom, in which the Company matches a portion of each eligible employee’s contributions. The Company’s matching contributions to these plans through continuing operations were $2.1 million in 2009, $2.5 million in 2008, and $1.9 million in 2007, and $1.6 million in 2006.2007.
(10) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company adopted SFAS No. 157 for financial assets and liabilities on January 1, 2008. SFAS No. 157 clarifies 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, SFAS No. 157 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;
(12)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.OTHER EQUITY MATTERS
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.

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The following table presents the carrying amounts and estimated fair values of the Company’s other financial assets and liabilities at December 31, 2008, consistent with the fair-value hierarchy provisions of SFAS No. 157:
                 
  Fair Value Measurements of Assets (Liabilities) Using  
  Quoted Prices      
  in Active Significant    
  Markets for Other Significant  
  Identical Assets Observable Unobservable  
  (Liabilities) Inputs Inputs Carrying
(in thousands) (Level 1) (Level 2) (Level 3) Amount
                 
Foreign currency forward contracts $(1,159)        (1,159)
Mortgage debt     (10,672)     (10,542)
The Company uses derivative financial instruments in the form of foreign currency forward contracts in order to mitigate the risks associated with currency fluctuations on future cash flows. The Company’s policy is to execute such instruments with creditworthy financial institutions, and it does not enter into derivative contracts for speculative purposes. The fair value of foreign currency forward contracts is based on quoted market prices and is recorded in other current liabilities in the Company’s consolidated balance sheet.
The Company has two fixed-rate, long-term mortgages. One mortgage has an 8.0% rate and a carrying amount as of December 31, 2008 and 2007 of $7.1 million, and $7.7 million, respectively. The other mortgage has a 7.1% rate and a carrying amount as of December 31, 2008 and 2007 of $3.5 million and $4.0 million, respectively. The estimated fair value of the Company’s mortgage debt is based on quoted market prices for similar instruments. Mortgage debt is recorded in long-term debt on the Company’s consolidated balance sheet.
Management believes that these assets and liabilities can be liquidated without restriction.
(11) BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION
The Company is organized into three reportable segments: Defense & Space, LXE, and Satellite Communications, which includes the newly acquired Sky Connect business (refer to Note 3 of the Company’s consolidated financial statements for additional information) and the previously reported SATCOM segment. Sky Connect was aggregated with SATCOM based on factors including similar economic characteristics, product and service offerings, customer base, and the markets in which they operate. The Company determines operating segments in accordance with the Company’s 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.
The D&S segment manufactures custom-designed, highly engineered subsystems for use in space, airborne, and terrestrial applications for communications, radar, surveillance, precision tracking and electronic countermeasures. Orders typically involve development and production schedules that can extend a year or more, and most revenues are recognized under percentage-of-completion long-term contract accounting. Hardware is sold to prime contractors or systems integrators rather than to end-users.
The LXE segment manufactures mobile terminals and wireless data collection equipment for logistics management systems. The manufacturing cycle for each order is generally just a few days, and revenues are recognized upon shipment of hardware. Hardware is marketed to end-users and to third parties that incorporate their products and services with the Company’s hardware for delivery to end-users. LXE operates mainly in two markets; the Americas market, which is comprised of North, South and Central Americas, and the international market which is comprised of all other geographic areas with the highest concentration in Europe.
The Satellite Communications segment offers satellite-based communications, tracking, and messaging solutions through a broad array of terminals and antennas for the aeronautical, ground-mobile and emergency management markets. The manufacturing cycle for each order is generally just a few days, and revenues are recognized upon shipment of hardware. Hardware is marketed to third parties that incorporate their products and services with the Company’s hardware for delivery to end-users. Satellite Communications also derives a portion of its net sales from performance on longer-term development contracts. Net sales on these contracts are generally accounted for using percentage-of-completion accounting.
Accounting policies for segments are the same as those described in the summary of significant accounting policies, except that deferred income tax assets and liabilities are generally provided for only at the consolidated level.

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The following segment data is presented in thousands:
             
  Years Ended December 31 
  2008  2007  2006 
Net sales:            
Defense & Space $76,643   59,090   52,431 
Less sales to discontinued operations        (15)
          
Defense & Space external sales  76,643   59,090   52,416 
LXE  145,885   138,821   138,001 
Satellite Communications  112,517   89,968   70,702 
          
Total $335,045   287,879   261,119 
          
Operating income (loss):            
Defense & Space $6,381   4,876   2,572 
LXE  2,861   7,067   11,043 
Satellite Communications  14,187   12,189   6,170 
Corporate  (3,805)  (4,865)  (5,428)
          
Total $19,624   19,267   14,357 
          
Interest income and other, net of foreign exchange losses:            
Defense & Space $6   7   28 
LXE  500   236   8 
Satellite Communications  (154)  (564)  (66)
Corporate  1,492   4,334   1,574 
          
Total $1,844   4,013   1,544 
          
Interest expense:            
Defense & Space $(40)  (141)  (444)
LXE  (406)  (348)  (405)
Satellite Communications  (62)  (121)  (117)
Corporate  (1,171)  (1,343)  (955)
          
Total $(1,679)  (1,953)  (1,921)
          
Earnings (loss) from continuing operations before income taxes:            
             
Defense & Space $6,347   4,742   2,156 
LXE  2,955   6,955   10,646 
Satellite Communications  13,971   11,504   5,987 
Corporate  (3,484)  (1,874)  (4,809)
          
Total $19,789   21,327   13,980 
          
             
Capital expenditures:            
Defense & Space $6,105   3,684   2,391 
LXE  2,957   3,364   2,467 
Satellite Communications  4,573   6,589   3,227 
Corporate  422   942   417 
          
Total $14,057   14,579   8,502 
          
             
Depreciation and amortization:            
Defense & Space $3,023   2,620   2,558 
LXE  3,363   2,205   2,246 
Satellite Communications  5,089   3,619   2,851 
Corporate  1,023   1,222   1,209 
          
Total $12,498   9,666   8,864 
          

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  December 31 
  2008  2007 
Assets:        
Defense & Space $47,417   42,017 
LXE  107,230   94,613 
Satellite Communications  99,323   77,552 
Corporate  73,395   109,618 
       
Total $327,365   323,800 
       
Following is a summary of enterprise-wide information (in thousands):
             
  Years Ended December 31 
  2008  2007  2006 
Net sales to customers in the following countries:            
United States $202,520   176,209   178,662 
United Kingdom  28,445   20,911   13,542 
Other foreign countries  104,080   90,759   68,915 
          
Total $335,045   287,879   261,119 
          
Net sales are attributed to individual countries based on our customer’s country of origin at the time of the sale.
         
  December 31 
  2008  2007 
Long-lived assets are located in the following countries:        
United States $32,831   24,032 
Canada  7,609   10,621 
Other foreign countries  11,298   11,107 
       
Total $51,738   45,760 
       
         
Concentration of net assets by geographic region:        
United States $131,949   154,253 
Canada  50,128   48,476 
Europe  49,511   32,198 
Other  11,154   12,199 
       
Total $242,742   247,126 
       
No customer accounted for more than 10% of consolidated net sales in 2008, 2007 or 2006.
(12) ISSUANCE OF COMMON SHARES
On February 15, 2006, the Company completed the sale of 3,300,000 shares of common stock (par value $0.10 per share) in a registered public offering, and on February 27, 2006, the Company issued an additional 495,000 shares upon the exercise of the underwriters’ over-allotment option. The offering price was $16.70 per share, and the Company received net proceeds of approximately $58.7 million after deducting underwriting discounts, commissions and other offering expenses. The Company used these net proceeds to repay all of its borrowings under its U.S. and Canadian revolving credit facilities. The remaining proceeds were invested in a government-

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obligations money market fund, and in other money market instruments and interest-bearing deposits, and have been used to finance business acquisitions made by the Company’s since 2006. See Note 3 of the Company’s consolidated financial statements for additional information.
(13) REPURCHASE OF COMMON SHARES
On July 29, 2008, the Company’s Board of Directors authorized a stock repurchase program for up to $20 million of the Company’s common shares. In 2008, theThe Company had repurchased and retired 474,000495,000 common shares for approximately $9.8 million.$10.1 million under this program as of December 31, 2009.
(14) COMMITMENTS AND CONTINGENCIES
On July 27, 2009, the Company’s Board of Directors adopted a Shareholder Rights Plan (the “Plan”) to replace a similar plan adopted in 1999 that expired on August 6, 2009. Under the Plan, a dividend distribution of one right for each of the Company’s outstanding common shares was made to shareholders of record at the close of business on August 7, 2009. Upon the occurrence of certain triggering events, as set forth in the Plan, the rights would become exercisable.
(13)COMMITMENTS AND CONTINGENCIES
The Company is committed under several noncancelable operating leases for office space, computer and office equipment and automobiles. Minimum annual lease payments under such leases having initial or remaining terms in excess of one year are $4,142,000 in 2009, $3,646,000$5,160,000 in 2010, $2,959,000$4,468,000 in 2011, $2,276,000$3,813,000 in 2012, $2,039,000$3,099,000 in 2013, $2,531,000 in 2014 and $6,916,000$5,892,000 thereafter.
The Company also has short-term leases for regional sales offices, equipment and automobiles. Total rent expense under all operating leases was approximately $5,377,000, $4,518,000, and $4,067,000 in 2009, 2008, and $3,778,000 in 2008, 2007, and 2006, respectively.
The Company’s Canadian-based SATCOM division has received cost-sharing assistance from the Government of Canada under several programs that support the development of new commercial technologies and products. This funding is repayable in the form of royalties, the level of which will depend upon future revenue earned by SATCOM above a certain threshold. These royalties accrue at rates generally less than one percent of sales and typically require growth in revenue for amounts to be payable. As a result, although the Company cannot accurately estimate the level of future possible royalties, the Company does not believe that such royalties will have a material adverse effect on future results of operations. The Company is also required to pay royalties through LXE. These royalty fees are based on the sales of specific products and are calculated at fixed percentages on their net selling price. In total, the Company incurred costs of $1.2 million, $1.3 million, $1.1 million, and $0.7$1.1 million related to royalty fees in 2009, 2008 and 2007, and 2006, respectively.
The Company periodically enters into agreements with customers and suppliers that include limited intellectual property indemnification obligations that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of third-party intellectual property claims arising from these transactions. The nature of the intellectual property indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount for which it could be obligated.
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The Company generally provides a limited warranty for eacha variety of its products. The basic warranty periods vary from one to five years, depending upon the type of product. For certain products, customers can purchase warranty coverage for specified additional periods. The Company records a liability for the estimated costs to be incurred under basic warranties, which is included in other current liabilities on the Company’s consolidated balance sheets. The amount of this liability is based upon historical, as well as expected, rates of warranty claims. 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 aggregate product warrantyCompany’s liability for limited warranties (in thousands):
             
  Years Ended December 31 
  2008  2007  2006 
Balance at beginning of the year $2,647   2,051   1,894 
Accruals for warranties issued during the year  3,308   3,175   1,945 
Settlements made during the year  (3,166)  (2,579)  (1,788)
          
Balance at end of year $2,789   2,647   2,051 
          

81
             
  Years Ended December 31 
  2009  2008  2007 
 
Balance at beginning of the period $     2,789        2,647     2,051 
Additions at dates of acquisition for businesses acquired during period  464   -   - 
Accruals for warranties issued during the period  3,866   3,308   3,175 
Settlements made during the period  (3,034)  (3,166)  (2,579)
             
Balance at end of period $4,085   2,789   2,647 
             

(14)LITIGATION
Prior to 2007, the Company disposed of 82

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 us 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 in discontinued operations in 2009. The Company accrues for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. Prior to the decision by the arbitrator, the Company did not believe that sufficient information existed to evaluate such claims, and could not reasonably estimate the range of this liability, or determine whether such liability would be material. The interim award will not become final until the arbitrator determines awards of costs and attorneys’ fees, which the parties will be briefing in the near future. It is not possible at this time to determine the amount of any additional award, but any such award would be reflected in discontinued operations when it becomes probable and estimable.


(15) LITIGATION
The Company is involved in various other 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 Company’s consolidated financial position, results of operations or cash flows.
(16) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
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(15)SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Following is a summary of interim financial information for the years ended December 31, 20082009 and 20072008 (in thousands, except net earnings (loss) per share):
                
 2009 Quarters Ended 
 
April 4
 
July 4
 
October 3
 
December 31
 
Net sales $  92,278     96,938        85,731        85,025 
Operating (loss) income  (1,942)  3,355   2,566   (18,612)
(Loss) earnings from continuing operations  (2,968)  3,186   5,989   (19,356)
Loss from discontinued operations  -   -   (709)  (6,207)
Net (loss) earnings  (2,968)  3,186   5,280   (25,563)
Net (loss) earnings per share:                
Basic:                
Continuing operations $(0.20)  0.21   0.39   (1.27)
Discontinued operations  -   -   (0.05)  (0.41)
         
Net (loss) earnings $(0.20)  0.21   0.34   (1.68)
         
Diluted:                
Continuing operations $(0.20)  0.21   0.39   (1.27)
Discontinued operations  -   -   (0.05)  (0.41)
         
Net (loss) earnings $(0.20)  0.21   0.34   (1.68)
         
                  
 2008 Quarters Ended  2008 Quarters Ended 
 March 29 June 28 September 27 December 31  
March 29
 
June 28
 
September 27
 
December 31
 
Net sales $75,494 81,279 87,842 90,430  $  75,494        81,279        87,842        90,430 
Operating income 3,437 3,407 7,205 5,575   3,437   3,407   7,205   5,575 
Net earnings 4,160 3,411 6,077 6,823   4,160   3,411   6,077   6,823 
Net earnings per share:                 
Basic:                 
Continuing operations $0.27 0.22 0.39 0.45  $0.27   0.22   0.39   0.45 
Discontinued operations       -   -   -   - 
                  
Net earnings $0.27 0.22 0.39 0.45  $0.27   0.22   0.39   0.45 
                  
Diluted:                 
Continuing operations $0.26 0.22 0.39 0.44  $0.26   0.22   0.39   0.44 
Discontinued operations       -   -   -   - 
                  
Net earnings $0.26 0.22 0.39 0.44  $0.26   0.22   0.39   0.44 
                  
                 
  2007 Quarters Ended 
  March 31  June 30  September 29  December 31 
 
Net sales $66,574   72,147   73,145   76,013 
Operating income  3,078   3,980   5,242   6,967 
Earnings from continuing operations  2,880   3,574   5,606   7,187 
(Loss) earnings from discontinued operations  (467)  3   11   (50)
Net earnings  2,413   3,577   5,617   7,137 
Net earnings (loss) per share:                
Basic:                
Continuing operations $0.19   0.23   0.37   0.46 
Discontinued operations  (0.03)         
             
Net earnings $0.16   0.23   0.37   0.46 
             
Diluted:                
Continuing operations $0.19   0.23   0.36   0.46 
Discontinued operations  (0.03)         
             
Net earnings $0.16   0.23   0.36   0.46 
             

82

The sum of 82

the earnings per share information on an interim basis in the two tables above may not equal the earnings per share information for the full year due to rounding differences.
105 of 105