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8-K - FORM 8-K - EMS TECHNOLOGIES INC | g25989e8vk.htm |
Exhibit 99.1
NEWS RELEASE Atlanta, Georgia February 2, 2011 |
EMS Technologies Comments on MMI Nominations
ATLANTA Feb. 2, 2011 EMS Technologies, Inc. (NASDAQ: ELMG) (EMS) today provided the
following statement in response to MMI Investments announcement that it has submitted a slate of
four director nominees for election to the EMS Board of Directors at the 2011 annual meeting of
stockholders.
We strongly believe EMS is well positioned for growth and is executing well, as evidenced by our
announcement issued earlier today that we now expect to deliver record-setting Adjusted EBITDA for
the fourth quarter and full year 2010, and Adjusted EPS of $0.90 for the full year, at the top of
our previously announced guidance range. In addition, we expect to report record quarterly sales
and strong positive cash flow from continuing operations for the fourth quarter.
These results reflect the benefits of the steps we have taken to drive improved performance and
position EMS to capitalize on emerging opportunities in our rapidly evolving marketplace, including
the appointment of a new CEO just over a year ago. These initiatives are part of a clear strategic
plan, executed under the oversight of our experienced directors who are committed to delivering
shareholder value, and resulted in stock appreciation of 39% in 2010.
The EMS Board comprises ten directors with a broad array of qualifications, including extensive
industry and executive level public company experience. The Board includes three new directors
added in the last 19 months. The Board and management team believe that the EMS directors are well
qualified to further advance the interests of the Companys shareholders, as well as its employees
and customers.
BofA Merrill Lynch is serving as financial advisor, and King & Spalding LLP is serving as legal
counsel to EMS and its Board of Directors.
Non-GAAP Measures
This press release contains information regarding our earnings from continuing operations before
interest expense, income taxes, depreciation and amortization and excluding impairment-related
charges, acquisition-related items and stock-based compensation (Adjusted EBITDA). The press
release also references earnings per share from continuing operations, excluding impairment-related
charges, acquisition-related items, and adjustments, if any, for changes to the valuation allowance
for deferred tax assets resulting from changes in judgment about the potential realization of these
assets (Adjusted Earnings Per Share). The Company believes that earnings that are based on these
non-GAAP financial measures provide useful information to investors, lenders and financial analysts
because (i) these measures are more comparable with the results for prior fiscal periods, and (ii)
by excluding the potential volatility related to the timing and extent of non-operating activities,
such as acquisitions or revisions of the estimated value of post-closing earn-outs, such results
provide a useful means of evaluating the success of the Companys ongoing operating activities.
Also, the Company uses this information, together with other appropriate metrics, to set goals for
and measure the performance of its operating businesses, to determine managements incentive
compensation, and to assess the Companys compliance with
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NEWS RELEASE (Continued) Atlanta, Georgia February 2, 2011 |
debt covenants. Management further considers Adjusted EBITDA an important indicator of operational
strengths and performance of its businesses. EBITDA measures are used historically by investors,
lenders and financial analysts to estimate the value of a company, to make informed investment
decisions and evaluate performance.
Management believes that Adjusted EBITDA facilitates comparisons of our results of operations with
those of companies having different capital structures. In addition, a measure similar to Adjusted
EBITDA is a component of our bank lending agreement, which requires certain levels of Adjusted
EBITDA to be achieved by the Company. This information should not be considered in isolation or in
lieu of the Companys operating and other financial information determined in accordance with GAAP.
In addition, because EBITDA and adjustments to EBITDA are not determined consistently by all
entities, Adjusted EBITDA as presented may not be comparable to similarly titled measures of other
companies.
We have not provided a quantitative reconciliation of projected Adjusted EBITDA or Adjusted
Earnings Per Share. Not all of the information necessary for quantitative reconciliation is
available to us prior to the completion of the closing process for the fourth quarter, without
unreasonable efforts; this is due primarily to variability and difficulty in making accurate
detailed forecasts and projections. Accordingly, we do not believe that reconciling information for
such projected figures would be meaningful.
About EMS Technologies, Inc.
EMS Technologies, Inc. (NASDAQ: ELMG) is a leading provider of wireless connectivity solutions over
satellite and terrestrial networks. EMS keeps people and systems connected, wherever they are on
land, at sea, in the air or in space. Serving two broad market sectors Aero Connectivity and
Global Resource Management, EMS products and services enable universal mobility, visibility and
intelligence.
Forward-Looking Statements and Information
Statements contained in this press release, including statements regarding the Companys
expectations for its financial results for 2010, are forward-looking statements. Managements
expectations for 2010 reflect managements current expectations. There can be no assurance that
actual financial results will not differ materially from the most current estimates as a result of
a wide variety of factors, including completing the closing process for 2010 and our annual audit.
We discussed factors that may cause our actual results to differ from managements current
expectation for our 2010 financial results in a press release issued earlier today. We encourage
you to review the items discussed in that release. Other factors that could impact our actual
results include, but are not limited to those identified under the caption Risk Factors in our
Annual Report on Form 10-K for the year ended December 31, 2009, as well as other risks and
uncertainties discussed under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations in the other periodic reports we have filed with the SEC.
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NEWS RELEASE (Continued) Atlanta, Georgia February 2, 2011 |
Additional Information and Where To Find It
In connection with the proxy contest initiated by MMI Investments, L.P., the Company will be filing
documents with the SEC, including the filing by the Company of a proxy statement. Shareholders are
urged to read the Proxy Statement for the 2011 Annual Meeting of Shareholders when it becomes
available, as well as other documents filed with the SEC, because they will contain important
information. The final Proxy Statement will be mailed to stockholders of the Company.
Shareholders may obtain free copies of these documents (when they are available) and other
documents filed with the SEC at the Companys website (www.ems-t.com) under the heading Investor
Relations, the SECs website at (www.sec.gov), or by contacting the Company at
770-729-6512.
Participants in the Solicitation of Proxies
The Company and its directors, executive officers and other members of management and employees may
be deemed to be participants in the solicitation of proxies from shareholders in connection with
the Companys 2011 Annual Meeting of Shareholders. Information concerning such participants is
available in the Companys Proxy Statement for the 2010 Annual Meeting of Shareholders filed with
the SEC on April 5, 2010. Shareholders are advised to read the Companys Proxy Statement for the
2011 Annual Meeting of Shareholders and other relevant documents when they become available,
because they will contain important information. You can obtain free copies of these documents
from the Company as described above.
CONTACTS:
Sard Verbinnen & Co
Denise DesChenes / Robin Weinberg
(212) 687-8080
Sard Verbinnen & Co
Denise DesChenes / Robin Weinberg
(212) 687-8080
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