Mail Stop 0407
April 21, 2005
Via U.S. Mail and Fax (770) 447-4397
Mr. Don Scartz
Executive Vice President and Chief Financial Officer
EMS Technologies Inc.
660 Engineering Dr.
Norcross, GA 30092
RE: EMS Technologies Inc.
Form 10-K/A for the fiscal year ended December 31, 2004
Filed March 31, 2005
File No. 0-6072
Dear Mr. Scartz:
We have reviewed the above referenced filing and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Please address the following
comments in future filings. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Risk Factors
Our products typically carry warranties, page 19.
1. Please disclose your accounting policy on warranties. Include
additions/ usage of the warranty reserves in Schedule II -
Valuation and Qualifying Accounts.
Item 2. Properties, page 23.
2. Tell us the nature of leased assets included in assets held
for
sale. Tell us, and disclose, if you have accrued any provision for
early termination of a lease, in connection with discontinued
operations as well as any SFAS 143 liability with respect to the
manufacturing space.
3. Tell us, and disclose, if the EMS Wireless` division`s property
lease (from an industrial partner who is a manufacturer of antenna
towers) includes lease of inventory or other non-depreciable
property
as well as any significant partnership arrangements. Refer to
paragraphs B7-B8 of EITF 01-8.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations,
Cost of sales, page 28.
4. Because of diversity in the nature of the segment operations,
please discuss cost of sales by segment to complement your
discussion
of segment sales.
Revenue recognition on long-term contracts, page 32.
5. Tell us if contractually defined billing milestones
approximate
progress- to - completion and if you have considered them for
revenue recognition on fixed price long-term contracts Do
certain
cost components amount to a significant portion of the total
contract
cost? Please tell us the nature of circumstances when you
recognize
revenue amounts in excess of billings. Additionally, please
disclose
your accounting policy for anticipated contact overruns. Refer
to
SOP 81-1 and SFAS 5.
6. Please disclose your basis for estimating fee earned on cost-
reimbursement contracts as addressed in Note 1 on page 52.
Additionally, disclose your accounting policy for rate variances
and
how they impact your measurement of revenues. Refer to paragraphs
17-18 of ARB 43 and paragraph 13 of APB 22.
7. Refer to the risk factor about "We can encounter technical
problems..." on page 15. Tell us your basis for recognizing
revenues in contracts subject to technological uncertainties in
new
or unproven applications of technology. Cite your basis in the
accounting literature.
Accounting for government research incentives, page 32.
8. We note that you accrued government research incentives related
to
your Space & Technnology/ Montreal division as a reduction of cost
of
sales, because they applied to specific business opportunities.
Considering that the Montreal division was accounted for as
discontinued operations, tell us your basis in the accounting
literature. In this regard we note that on page 28 that only
R&D
expenses attributable to the Defense & Space systems were charged
to
cost of sales.
9. Please clarify your accounting policy on research incentives.
Do
you accrue a nominal reserve based on historical disallowances,
or
do you record disallowances as incurred?. Please disclose changes
to
reserves in Schedule II- Valuation and Qualifying Accounts.
Establishment of reserves for deferred income tax assets, page 33.
10. We note that you have reserved substantially all the net
deferred
tax assets associated with research-related tax benefits from your
Canadian operations. In footnote (b) of Schedule II on page 39,
you
indicated that the deferred tax asset valuation pertains primarily
to
the Montreal operations. Please clarify if any portion of the
deferred tax asset should be reported in discontinued operations.
Item 9A. Controls and Procedures, page 37.
We note your disclosed internal control weakness with respect to
the
application of EITF 00-21 and SOP 97-2. Please disclose, in a
note
to the financial statements, your accounting policy for
recognizing
revenues in arrangements involving multiple deliverables with
varying
delivery schedules. Please clarify the factors that you considered
in
the timing and measurement of revenues.
Consolidated Statements of Operations, page 47.
11. Please separately disclose revenues and related cost of
revenues
from products and services. Refer to Rule 5-03(b) of Regulation
S-X
(2) Discontinued Operations, page 55.
12. We note that the Space & Technology/ Montreal division has
been
accounted for as discontinued operations since 2003. Tell us if
you
meet an exception to the one-year requirement per paragraph 31 of
SFAS 144.
(4) Trade Accounts Receivable, page 57.
13. If receivables include amounts due under long-term contracts,
please provide the disclosures required in Rule 5-02.3(c) of
Regulation S-X.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Kathryn Jacobson, Staff Accountant, at (202)
824-5332 or Ivette Leon, Assistant Chief Accountant, at (202)
942-
1982 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 942-
1990
with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Don Scartz
EMS Technologies Inc.
April 21, 2005
Page 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE