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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x]Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 29, 2003
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 1-3985
EDO CORPORATION
(Exact name of registrant as specified in its charter)
New York No. 11-0707740
(State or other jurisdiction (I.R.S. Employee
of incorporation or organization) Identification No.)
60 East 42nd Street, 42nd Floor, New York, NY 10165
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (212) 716-2000
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 requirement for the past 90 days.
Yes X No
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at March 29, 2003
- ------------------------------------- ---------------------------------
Common shares, par value $1 per share 19,711,911
Page 2
EDO CORPORATION
INDEX
Page
Face Sheet 1
Index 2
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
March 29, 2003 and
December 31, 2002 3
Consolidated Statements of Earnings -
Three Months Ended
March 29, 2003 and
March 30, 2002 4
Consolidated Statements of Cash Flows -
Three Months Ended
March 29, 2003 and
March 30, 2002 5
Notes to Consolidated Financial Statements 6-12
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 13-20
Item 3. Quantitative and Qualitative Disclosures
about Market Risk 20
Item 4. Controls and Procedures 20
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 21
Signature Page 22
Exhibit Index 23
Page 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EDO Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
March 29, 2003 December 31, 2002
Assets (unaudited)
Current assets:
Cash and cash equivalents $ 66,423 $ 132,320
Restricted cash 11,166 27,347
Marketable securities 194 193
Accounts receivable, net 121,980 100,594
Inventories 34,805 32,406
Deferred income tax asset, net 3,222 3,222
Prepayments and other 5,153 3,133
--------- ---------
Total current assets 242,943 299,215
Property, plant and equipment, net 66,271 64,472
Notes receivable 2,467 2,556
Goodwill 83,534 61,352
Other intangible assets 48,203 11,867
Deferred income tax asset, net 20,439 20,439
Other assets 21,213 21,673
--------- ---------
$ 485,070 $ 481,574
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 17,615 $ 19,108
Accrued liabilities 61,035 55,448
Contract advances and deposits 15,918 20,277
--------- ---------
Total current liabilities 94,568 94,833
Long-term debt 137,800 137,800
Post-retirement benefits obligations 79,048 78,643
Environmental obligation 2,041 2,025
Shareholders' equity:
Preferred shares, par value $1 per share,
authorized 500,000 shares -- --
Common shares, par value $1 per share, authorized
50,000,000 shares in 2003,issued 19,801,974 in
2003 and 19,790,477 in 2002 19,802 19,790
Additional paid-in capital 147,739 147,091
Retained earnings 58,790 56,325
Accumulated other comprehensive loss,
net of income tax benefit (33,972) (33,899)
Treasury shares at cost (90,063 shares in
2003 and 94,322 shares in 2002) (1,284) (1,321)
Unearned Employee Stock Ownership Plan shares (18,229) (18,541)
Deferred compensation under
Long-Term Incentive Plan (765) (579)
Management group receivables (468) (593)
--------- ---------
Total shareholders' equity 171,613 168,273
--------- ---------
$ 485,070 $ 481,574
========= =========
See accompanying Notes to Consolidated Financial Statements.
Page 4
EDO Corporation and Subsidiaries
Consolidated Statements of Earnings
(in thousands, except per share amounts)
For the three months ended
March 29, 2003 March 30, 2002
(unaudited)
Net sales $ 94,377 $ 66,909
Costs and expenses
Cost of sales 69,830 50,707
Selling, general and administrative 15,207 9,722
Research and development 1,990 1,765
Acquisition-related costs 205 --
-------- --------
87,232 62,194
-------- --------
Operating earnings 7,145 4,715
Non-operating income (expense)
Interest income 235 208
Interest expense (2,227) (46)
Other, net 33 53
-------- --------
(1,959) 215
-------- --------
Earnings before income taxes and
cumulative effect of a change in
accounting principle 5,186 4,930
Income tax expense (2,204) (2,120)
-------- --------
Earnings before cumulative effect
of a change in accounting principle 2,982 2,810
Cumulative effect of a change in accounting
principle, net of tax -- (3,363)
-------- --------
Net earnings (loss) available for common shares $ 2,982 $ (553)
======== ========
Earnings (loss) per common share:
Basic:
Earnings before cumulative effect
of a change in accounting principle $ 0.17 $ 0.17
Cumulative effect of a change in
accounting principle, net of tax -- (0.20)
-------- --------
Net earnings (loss) $ 0.17 $ (0.03)
======== ========
Diluted:
Earnings before cumulative effect
of a change in accounting principle $ 0.17 $ 0.16
Cumulative effect of a change in
accounting principle, net of tax -- (0.19)
-------- --------
Net earnings (loss) $ 0.17 $ (0.03)
======== ========
Weighted-average common shares outstanding:
Basic 17,230 16,974
======== ========
Diluted 17,472 17,300
======== ========
See accompanying Notes to Consolidated Financial Statements.
Page 5
EDO Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
For the three months ended
March 29, 2003 March 30, 2002
(unaudited)
Operating activities:
Net earnings (loss) $ 2,982 $ (553)
Adjustments to net earnings (loss) from operations
to arrive at cash used by operations:
Depreciation 2,895 2,448
Amortization 940 49
Bad debt expense 180 --
Loss on disposal of plant and equipment 33 --
Deferred compensation expense 57 26
Non-cash Employee Stock Ownership Plan
compensation expense 766 1,105
Dividends on unallocated Employee Stock Ownership
Plan shares 75 80
Common shares issued for directors' fees 23 62
Income tax benefit from stock options 33 162
Cumulative effect of a change in accounting principle -- 3,363
Changes in operating assets and liabilities,
excluding effects of acquisitions:
Accounts receivable 2,115 (2,091)
Inventories (2,399) (2,845)
Prepayments and other assets (304) (575)
Accounts payable, accrued liabilities and other (8,829) (3,770)
Contract advances and deposits (4,359) (4,890)
--------- --------
Cash used by operations (5,792) (7,429)
Investing activities:
Cash paid for acquisition of Advanced
Engineering and Research Associates Inc., net of
cash acquired (38,226) --
Cash paid for acquisition of Darlington,
Inc., net of cash acquired (26,956) --
Release of restricted cash 16,181 --
Payments received on notes receivable 88 88
Purchase of plant and equipment (2,112) (950)
Purchase of marketable securities (1) (1)
--------- --------
Cash used by investing activities (51,026) (863)
Financing activities:
Repayment of acquired debt (8,660) --
Proceeds from exercise of stock options 47 150
Proceeds from management group receivables 125 150
Payment of common share cash dividends (591) (589)
--------- --------
Cash used by financing activities (9,079) (289)
Net decrease in cash and cash equivalents (65,897) (8,581)
Cash and cash equivalents at beginning of year 132,320 57,841
--------- --------
Cash and cash equivalents at end of period $ 66,423 $ 49,260
========= ========
Supplemental disclosures:
Cash paid for: Interest $ -- $ --
Income taxes $ 3,633 $ 5,074
See accompanying Notes to Consolidated Financial Statements.
Page 6
Notes to Consolidated Financial Statements
Unaudited Consolidated Financial Statements
The accompanying unaudited consolidated financial statements have been prepared
in accordance with instructions to Form 10-Q and, therefore, do not include all
information and footnotes normally included in consolidated financial statements
prepared in conformity with accounting principles generally accepted in the
United States. They should be read in conjunction with the consolidated
financial statements and notes thereto of EDO Corporation and Subsidiaries (the
"Company") for the year ended December 31, 2002 filed by the Company on Form
10-K with the Securities and Exchange Commission on March 14, 2003.
The accompanying consolidated financial statements include all adjustments
(consisting of normal recurring adjustments) that management considers necessary
for a fair presentation of its consolidated financial position and results of
operations for the interim periods presented. The results of operations for the
interim periods are not necessarily indicative of the results that may be
expected for the entire year.
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share.
Three months ended
March 29, March 30,
2003 2002
(in thousands)
Numerator:
Earnings (loss) available for common
shares for basic calculation $ 2,982 $ (553)
------- --------
Numerator for diluted calculation $ 2,982 $ (553)
======= ========
Denominator:
Weighted-average common shares 17,230 16,974
Effect of dilutive securities:
Stock options 242 326
------- --------
Denominator for diluted calculation 17,472 17,300
======= ========
In the three months ended March 29, 2003, the effect of the convertible
subordinated notes was anti-dilutive.
The Company accounts for its stock-based compensation plans in accordance with
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees" and related interpretations. Under APB No. 25, because the
exercise price of the Company's stock options is set equal to the market price
of the underlying stock on the date of grant, no compensation expense is
recognized.
Had the Company determined compensation cost for its stock options under SFAS
No. 123, "Accounting for Stock-Based Compensation," based on the fair values at
the grant dates, the Company's basic and diluted earnings (loss) per common
share would have been reduced to the pro forma amounts indicated below:
Page 7
Three months ended
March 29, March 30,
2003 2002
(in thousands, except
per share amounts)
Earnings (loss):
As reported $ 2,982 $ (553)
Stock option compensation
expense based on fair value
method, net of tax (439) (131)
--------- ---------
Pro forma $ 2,543 $ (684)
========= =========
Basic earnings (loss) per common share:
As reported $ 0.17 $ (0.03)
Pro forma $ 0.15 $ (0.04)
Diluted earnings (loss)
per common share:
As reported $ 0.17 $ (0.03)
Pro forma $ 0.15 $ (0.04)
Acquisitions
On March 10, 2003, the Company acquired for cash all of the stock of Darlington,
Inc. ("Darlington"), a privately-held defense communications company based in
Alexandria, Virginia. Darlington designs, manufactures and supports military
communications equipment and information networking systems. The acquisition is
expected to enhance the Company's existing positions on long-range platforms and
programs across the U.S. military services and in particular the U.S. Marine
Corps. The preliminary purchase price was $28.5 million, excluding transaction
costs of approximately $0.3 million. The Company has not yet completed the
purchase price allocation and, therefore, amounts recorded are subject to
change. The acquisition was accounted for as a purchase and, accordingly,
Darlington's operating results are included in the Company's consolidated
financial statements since the acquisition date. Darlington became part of the
Company's Defense segment.
On February 5, 2003, a wholly-owned subsidiary of the Company acquired for cash
all of the stock of Advanced Engineering and Research Associates, Inc.("AERA"),
a privately-held company located in Alexandria, Virginia. AERA provides
professional and information technology services primarily to the Department of
Defense and other government agencies. The acquisition is expected to strengthen
and expand the range of such services that the Company offers. The preliminary
purchase price was $38.0 million, excluding transaction costs of $0.4 million.
The acquisition was accounted for as a purchase and, accordingly, AERA's
operating results are included in the Company's consolidated financial
statements since the acquisition date. AERA became part of the Company's Defense
segment.
On July 26, 2002, a wholly-owned subsidiary of the Company acquired
substantially all of the assets of Condor Systems, Inc., a privately-held
defense electronics company and its domestic subsidiary (together, "Condor") for
$61.9 million in cash, in addition to transaction costs of $4.1 million, and
assumed certain normal employee benefit obligations, certain trade and supplier
payables and certain other accrued liabilities primarily related to contract
loss reserves. The Company also assumed approximately $28.0 million of
outstanding letters of credit.
Page 8
Condor had been operating under protection of Chapter 11 of the U.S. Bankruptcy
Code. The acquisition expands the Company's electronic warfare business in the
areas of reconnaissance and surveillance systems. The acquisition was accounted
for as a purchase and, accordingly, operating results are included in the
Company's consolidated financial statements since the acquisition date. The
assets were distributed among and became part of the Company's Defense and
Communications and Space Products segments.
Unaudited pro forma results of operations, assuming the acquisitions of
Darlington, AERA and Condor had been completed at the beginning of each period
are summarized below. The results reflect adjustments to net sales, cost of
sales, amortization expense, compensation expense, purchased in-process research
and development costs, other acquisition-related costs, interest income and
expense and income tax expense.
Three months ended
March 29, March 30,
2003 2002
(in thousands, except
per share amounts)
Net sales $ 106,891 $ 103,252
Earnings (loss) available for common shares, before
cumulative effect of a change in accounting principle $ 3,270 $ (165)
Diluted earnings (loss) per common share $ 0.19 $ (0.01)
The pro forma results of operations are not necessarily indicative of the actual
results of operations that would have occurred had these acquisitions been
completed at the beginning of the periods, or of the results which may occur in
the future.
The following table summarizes the preliminary allocation of the purchase price
to the assets acquired and liabilities assumed at the date of acquisition. The
excess of the purchase price over the net assets acquired recorded as goodwill
and other intangible assets are deductible for tax purposes over 15 years.
Darlington AERA Condor
At March 10, At February 5, At July 26,
2003 2003 2002
(in thousands)
Current assets $ 12,579 $ 13,260 $ 29,964
Plant and equipment 1,567 1,048 5,543
Customer contracts and relationships 12,938 17,100 --
Purchased in-process research and development -- -- 150
Purchased technologies -- -- 11,648
Purchased backlog -- -- 916
Non-compete agreements 4,025 2,420 --
Tradename 287 500 --
Goodwill 10,663 11,650 40,621
Other assets 446 142 76
Liabilities (13,755) (7,745) (22,776)
----------- ----------- ---------
Net assets acquired $ 28,750 $ 38,375 $ 66,142
=========== =========== =========
Page 9
Business Combinations and Goodwill and Other Intangibles
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") Nos. 141, "Business Combinations," and
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. SFAS No. 141 also includes guidance on the initial
recognition and measurement of goodwill and other intangible assets arising from
business combinations completed after June 30, 2001. SFAS No. 142 prohibits the
amortization of goodwill and intangible assets with indefinite useful lives and
requires that these assets be reviewed for impairment at least annually.
Intangible assets with definite lives will continue to be amortized over their
estimated useful lives. SFAS No. 142 was adopted by the Company effective
January 1, 2002.
Impairment indicators include, among other conditions, cash flow deficits, an
historic or anticipated decline in revenue or operating profit, adverse legal or
regulatory developments, accumulation of costs significantly in excess of
amounts originally expected to acquire the asset and a material decrease in the
fair value of some or all of the assets.
The Company performed the required impairment tests of goodwill and indefinite
lived intangible assets as of January 1, 2002, using the two-step process
prescribed in SFAS No. 142. The first step was a review for potential
impairment, while the second step measured the amount of the impairment. The
impairment charge resulting from these transitional impairment tests was
reflected as a cumulative effect of a change in accounting principle as of
January 1, 2002. The $3.4 million charge, net of a tax benefit of $0.8 million,
occurred in the Engineered Materials segment and is comprised of $2.3 million
and $1.9 million of pre-tax impaired goodwill and trademark, respectively.
The changes in the carrying amount of goodwill by segment for the three months
ended March 29, 2003 are as follows:
Communications
and Engineered
Defense Space Products Materials Total
(in thousands)
Balance as of January 1, 2003 $ 57,660 $3,692 $ -- $ 61,352
Adjustment of Condor purchase price accounting (131) -- -- (131)
Acquisition of AERA 11,650 -- -- 11,650
Acquisition of Darlington 10,663 -- -- 10,663
-------- ------ ------- --------
Balance as of March 29, 2003 $ 79,842 $3,692 $ -- $ 83,534
======== ====== ======== ========
Summarized below are intangible assets subject to amortization:
Estimated
March 29, December Useful Lives
2003 31, 2002 (years)
(in thousands)
Customer contracts and relationships $ 30,038 $ -- 15
Purchased technologies 11,648 11,648 8
Non-compete agreements 6,645 200 2-5
Tradename 787 -- 5
Purchased backlog 916 916 2
------ ------
50,034 12,764
Less accumulated amortization (1,831) (897)
====== ======
$ 48,203 $11,867
======== =======
Page 10
The amortization expense for the three months ended March 29, 2003 and March 30,
2002 amounted to $0.9 million and $50 thousand, respectively. Total amortization
expense for the years 2003, 2004, 2005, 2006, 2007 and thereafter related to
these intangible assets are estimated to be $5.0 million, $5.2 million, $4.9
million, $4.9 million, $4.9 million and $24.2 million, respectively.
Since the total trademark carrying amount of $1.9 million was written off in
2002 as part of the cumulative effect of a change in accounting principle, there
are no intangible assets other than goodwill not subject to amortization as of
March 29, 2003.
Restricted Cash
At March 29, 2003, there is restricted cash of $11.2 million which relates to
amounts collateralizing the outstanding letters of credit assumed as part of the
Condor acquisition. As the letters of credit expire or are cancelled, collateral
is released. In the fourth quarter of 2002, the Company increased its credit
facility from $69 million to $200 million, which allows the Company to replace
the letters of credit under the new facility and release the restricted cash.
Inventories
Inventories are summarized by major classification as follows:
March 29, 2003 December 31, 2002
(in thousands)
Raw materials and supplies $ 7,578 $ 7,804
Work-in-process 25,108 22,561
Finished goods 2,119 2,041
-------- --------
$ 34,805 $ 32,406
======== ========
Credit Facility
At March 29, 2003, the Company has a $200.0 million credit facility with a
consortium of banks, led by Citibank, N.A. as the administrative agent, Fleet
National Bank as the syndication agent and Wachovia Bank, N.A. as the
documentation agent. The facility expires in November 2005. In connection with
the amended facility, $1.2 million of deferred finance costs are included in
other assets on the accompanying consolidated balance sheet and are being
amortized using the straight-line method over the term of the agreement.
The credit facility provides the Company with sub-limits of borrowing up to
$125.0 million for acquisition-related financing and up to $125.0 million in
stand-by letters of credit financing. The potential cash borrowing under the
facility is reduced by the amount of outstanding letters of credit. There were
no direct borrowings outstanding under the credit facility at March 29, 2003.
Letters of credit outstanding at March 29, 2003 pertaining to the credit
facility were $54.9 million, resulting in $70.1 million available at March 29,
2003 for stand-by letters of credit. Any future borrowings under the facility
would be priced initially at LIBOR plus a predetermined amount, ranging from
1.25% to 1.75%, dependent on the Company's consolidated leverage ratio at the
time of the borrowing. At March 29, 2003, LIBOR was approximately 1.3% and the
applicable adjustment to LIBOR was 1.50%. The facility requires a commitment fee
of 0.25% on the average daily unused portion of the facility.
In connection with the credit facility, the Company is required to maintain both
financial and non-financial covenants and ratios. As of March 29, 2003, the
Company
Page 11
was in compliance with or obtained waivers of the covenants. The credit facility
is secured by our accounts receivable, inventory and machinery and equipment.
5.25% Convertible Subordinated Notes due 2007
In April 2002, the Company completed the offering of its 5.25% Convertible
Subordinated Notes due 2007 (the "Notes") and received proceeds of $133.7
million, net of $4.1 million of commissions paid. Interest payments on the Notes
are due April 15 and October 15 of each year. Accrued interest payable, included
in accrued liabilities on our consolidated balance sheet, was $3.3 million and
$1.5 million at March 29, 2003 and December 31, 2002, respectively.
The Notes are convertible, unless previously redeemed or repurchased by the
Company, at the option of the holder at any time prior to maturity, into the
Company's common shares at an initial conversion price of $31.26 per share,
subject to adjustment in certain events. As of March 29, 2003, there had been no
conversions.
Comprehensive Income
As of March 29, 2003, accumulated other comprehensive loss included in the
accompanying consolidated balance sheet primarily represents additional minimum
liabilities on benefit plans. Comprehensive income for the three month period
ended March 29, 2003 was $3.0 million. Comprehensive income for the three month
period ended March 30, 2002, before the cumulative effect of a change in
accounting principle, was $2.8 million.
Business Segments
EDO Corporation is a leading supplier of sophisticated, highly engineered
products and systems for defense, aerospace and industrial applications. The
Company's advanced electronic, electromechanical systems, information systems
and engineered materials are mission-critical, standard equipment on a wide
range of military platforms. The Company has three reporting segments: Defense,
Communications and Space Products, and Engineered Materials.
The Defense segment provides integrated front-line warfighting systems and
components including electronic warfare, radar countermeasures systems,
reconnaissance and surveillance systems, aircraft weapons suspension and release
systems, airborne mine countermeasures systems, integrated combat and sonar
systems, command, control and communications systems and professional,
operational, technical and information technology services for military forces
and governments worldwide.
The Communications and Space Products segment supplies antenna products and
ultra-miniature electronics and systems for the remote sensing and electronic
warfare industries. The Engineered Materials segment supplies commercial and
military piezo-electric ceramic products and advanced fiber composite structural
products for the aircraft, communication, navigation, chemical, petrochemical,
paper and oil industries.
Three months ended
March 29, March 30,
2003 2002
(in thousands)
Net sales:
Defense $ 70,018 $ 49,230
Communications and Space Products 14,380 8,917
Engineered Materials 9,979 8,762
------- -------
$ 94,377 $ 66,909
======= =======
Page 12
Operating earnings (loss):
Defense $ 5,375 $ 5,992
Communications and Space Products 1,224 (1,824)
Engineered Materials 546 547
------- -------
7,145 4,715
Net interest (expense) income (1,992) 162
Other, net 33 53
------- -------
Earnings before income taxes and
cumulative effect of change in
accounting principle $ 5,186 $ 4,930
======= =======
Included in operating earnings in the Defense segment for the three months ended
March 29, 2003 is $0.2 million of acquisition-related costs attributable to the
Condor acquisition.
New Accounting Standards
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations," for a
disposal of a segment of a business. The Company adopted SFAS No. 144 as of
January 1, 2002. The effect of the adoption of this SFAS was not material to the
Company's operating results or financial position.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 requires that a liability be
recognized for costs associated with an exit or disposal activity only when the
liability is incurred. SFAS No. 146 also establishes fair value as the objective
for initial measurement of liabilities related to exit or disposal activities.
SFAS No. 146 is effective for exit or disposal activities initiated after
December 31, 2002. The effect of the adoption of this statement on January 1,
2003 was not material to the Company's operating results or financial position.
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 requires more
prominent and more frequent disclosures in both annual and interim financial
statements about the method of accounting used for stock-based compensation and
the effect of the method used on reported results. The disclosure provisions of
SFAS No. 148 were effective for years ending after December 15, 2002. Presently,
the Company does not plan to voluntarily change its method of accounting for
stock-based compensation. However, should the Company change its method of
accounting for stock-based compensation in the future, that change would fall
under the provisions of SFAS Nos. 123 and 148.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 149 is generally effective for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003. The
Company has not yet determined the effect, if any, the adoption of SFAS No. 149
will have on the Company's operating results or financial position.
Page 13
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
The following information should be read in conjunction with the Consolidated
Financial Statements as of March 29, 2003.
Three Months Ended March 29, 2003 compared with Three Months Ended March 30,
2002
Net sales for the three months ended March 29, 2003 increased $27.5 million or
41.1% to $94.4 million from $66.9 million for the three months ended March 30,
2002. This increase comprised sales growth of $20.8 million in the Defense
segment, $5.5 million in the Communications and Space Products segment and $1.2
million in the Engineered Materials segment.
In the Defense segment, $17.5 million of the increase was due to sales of
reconnaissance and surveillance systems attributable to the acquisition of
substantially all of the assets of Condor Systems, Inc. ("Condor"). Such sales
were not included in sales for the first quarter of 2002 as the Condor assets
were acquired on July 26, 2002. Also, $8.6 million of the increase was
attributable to sales of Advanced Engineering Research and Associates, Inc.
("AERA") acquired on February 5, 2003 and Darlington, Inc. ("Darlington")
acquired on March 10, 2003. Additionally in the Defense segment, there was an
increase in sales of mine countermeasures systems due to the OASIS shallow-water
minesweeping program and aircraft weapons and suspension release systems due in
part to the F-22 AMRAAM Vertical Eject Launcher program, the BRU-57
Multiple-Carriage Smart Bomb Rack program, development efforts on the Small
Diameter Bomb and Joint Strike Fighter suspension and weapons release units
programs. These increases in the Defense segment were partially offset by the
decreases in sales of electronic warfare equipment as well as integrated combat
systems. The decrease in sales of electronic warfare equipment was due to higher
sales in the first quarter of 2002 on the Universal Exciter Upgrade ("UEU")
program. Final deliveries on the last lot of the UEU program are currently
scheduled for the second quarter of 2003. The decrease in sales of integrated
combat systems was due primarily to a delay in receipt of orders from foreign
customers, resulting in lower sales of sonar and command, control and
communications systems.
In the Communications and Space Products segment, the increase in sales was
attributable primarily to sales contributed by the acquisition of the assets of
Condor. In addition, there were increases in sales of antenna products. The
increases in this segment were partially offset by decreases in sales of space
products.
In the Engineered Materials segment, there were increases in sales of advanced
fiber composite structural products, including work on recently received orders
associated with the Sikorsky Comanche program, and electro-ceramic products.
Operating earnings for the three months ended March 29, 2003 increased $2.4
million or 51.5% to $7.1 million or 7.6% of net sales compared to $4.7 million
or 7.0% of net sales for the three months ended March 30, 2002. Included in
operating earnings for the three months ended March 29, 2003 is $0.9 million of
intangible asset amortization expense associated with the Condor, AERA and
Darlington acquisitions. This compares to amortization expense of approximately
$50 thousand for the three months ended March 30, 2002. Also included in
operating earnings for the three months ended March 29, 2003 is non-cash pension
expense of $1.0 million and non-cash Employee Stock Ownership Plan ("ESOP")
compensation expense of $0.8 million. Included in operating earnings for the
three months ended March 30, 2002 is non-cash
Page 14
pension expense of $1.0 million and non-cash ESOP compensation expense of $1.1
million. The lower non-cash ESOP compensation expense for the three months ended
March 29, 2003 is attributable to our lower average stock price in the first
quarter of 2003 compared to the first quarter of 2002. Pension and ESOP
compensation expense are allocated between cost of sales and selling, general
and administrative expense.
The Defense segment's operating earnings for the three months ended March 29,
2003 were $5.4 million or 7.7% of this segment's net sales compared to operating
earnings for the three months ended March 30, 2002 of $6.0 million or 12.2% of
this segment's net sales. The first quarter of 2002 was favorably impacted by
the aforementioned higher level of sales on the UEU program, which is a high
margin program. Additionally, in the three months ended March 29, 2003,
operating earnings were negatively impacted by amortization expense pertaining
to acquisition-related intangible assets, as well as the effect of lower margin
sales of reconnaissance and surveillance systems acquired from Condor. The
decrease in the Defense segment's operating earnings is also due in part to a
shift in the margins of aircraft weapons suspension and release systems from
higher-margin production efforts last year to lower-margin, non-recurring
development efforts on recently awarded long-term programs.
The Communications and Space Products segment's operating earnings for the three
months ended March 29, 2003 were $1.2 million or 8.5% of this segment's net
sales compared to an operating loss for the three months ended March 30, 2002 of
$1.8 million. A $1.5 million charge was recorded in the three months ended March
30, 2002 to provide for manufacturing inefficiencies resulting from lowering our
production levels of the Ku-Band down converter due to a decrease in forecasted
demand by one of our primary customers. Operating earnings were favorably
impacted by the contribution of sales from Condor, as well as increased margin
on antenna product sales.
The Engineered Materials segment's operating earnings for the three months ended
March 29, 2003 were $0.5 million or 5.5% of this segment's net sales compared to
operating earnings for the three months ended March 30, 2002 of $0.5 million or
6.2% of this segment's net sales. The decrease in this segment's operating
earnings as a percentage of net sales was due to a decrease in contribution from
fiber composite waste and water tanks resulting from the commercial aviation
industry's decreased demand for such tanks, substantially offset by increased,
higher-margin fiber composite spares orders and increased sales and margins on
other advanced fiber composite structural products.
Selling, general and administrative expenses increased $5.5 million or 56.4% to
$15.2 million or 16.1% of net sales for the three months ended March 29, 2003
from $9.7 million or 14.5% of net sales for the three months ended March 30,
2002. This increase is primarily attributable to the acquisitions of Condor,
AERA and Darlington, which accounted for $5.3 million of the net increase. The
$0.9 million of amortization expense associated with the intangible assets of
those recent acquisitions is reflected in selling, general and administrative
expense. In the first quarter of 2002, amortization expense was $50 thousand.
Company-sponsored research and development expenditures of $2.0 million or 2.1%
of net sales in the three months ended March 29, 2003 is comparable to the $1.8
million or 2.6% of net sales in the three months ended March 30, 2002.
Interest expense, net of interest income, for the three months ended March 29,
2003 was $2.0 million compared to $0.2 million of interest income, net of
interest expense, for the three months ended March 30, 2002. Interest expense
for the three months ended March 29, 2003 reflects interest expense associated
with our $137.8 million principal amount 5.25% Convertible Subordinated Notes
due 2007 (the "Notes"), issued in April 2002, amortization of deferred debt
issuance costs associated with the offering of the Notes and increased
amortization of deferred financing costs associated with our credit facility
which was amended in the fourth quarter of 2002. In the three months ended March
30, 2002, interest expense reflected lower amortization of deferred financing
costs, as the costs associated
Page 15
with the Notes and the amended credit facility did not occur until later
quarters.
Income tax expense for the three months ended March 29, 2003 reflects our
estimated effective rate of 42.5% for the year ending December 31, 2003. This
compares to an effective rate of 43.0% for the three months ended March 30,
2002.
For the three months ended March 29, 2003, net earnings available for common
shares were $3.0 million or $0.17 per diluted common share on 17.5 million
diluted common shares compared to net earnings before cumulative effect of a
change in accounting principle of $2.8 million or $0.16 per diluted common share
on 17.3 million diluted common shares for the three months ended March 30, 2002.
Upon recording a retroactive effect of a change in accounting principle, the net
loss for the three months ended March 30, 2002 was $0.6 million or $0.03 per
diluted common share. This reflects a $3.4 million charge which was recorded as
of January 1, 2002, and is shown net of a tax benefit of $0.8 million on the
statement of earnings. This charge pertains to the impairment of goodwill and a
trademark resulting from impairment tests performed in 2002, as required under
Statement of Financial Accounting Standard ("SFAS") No. 142. The impairment
occurred in the Engineered Materials segment and is comprised of $2.3 million of
goodwill and $1.9 million related to a trademark.
Liquidity and Capital Resources
Balance Sheet
Our cash, cash equivalents and marketable securities decreased $65.9 million or
49.7% to $66.6 million at March 29, 2003 from $132.5 million at December 31,
2002. The decrease was primarily due to cash outflows of $65.2 million to
finance the acquisitions of AERA and Darlington, net of cash acquired.
Offsetting the cash used by investing activities for acquisitions was the
release of restricted cash. Cash used by operations of $5.8 million was due
primarily to a decrease in accounts payable and accrued liabilities. Also during
the three months ended March 29, 2003, we made payments of approximately $8.7
million in full settlement of the debt we assumed upon the acquisition of AERA
and Darlington. Such payments were made in order to remain in compliance with
our credit facility.
Restricted cash of $11.2 million at March 29, 2003 represents remaining
collateral backing 105% of outstanding letters of credit assumed in connection
with the acquisition of Condor. As the letters of credit expire or are
cancelled, the collateral will be released. In the fourth quarter of 2002, we
increased our credit facility to $200.0 million, allowing for the issuance of
letters of credit under the amended facility and the release of restricted cash.
Accounts receivable increased $21.4 million or 21.3% to $122.0 million at March
29, 2003 from $100.6 million at December 31, 2002 due primarily to the
acquisitions of AERA and Darlington. Excluding the effects of AERA and
Darlington, accounts receivable increased $2.1 million or 2.1% from December 31,
2002.
Inventories increased $2.4 million or 7.4% to $34.8 million at March 29, 2003
from $32.4 million at December 31, 2002. The increase was due primarily to
electronic warfare and antenna products. The acquisitions of AERA and Darlington
had no effect on our inventory.
The notes receivable of $2.9 million at March 29, 2003 (of which $0.4 million is
included in current assets at March 29, 2003) are comprised of a note related to
the sale of property in Deer Park in June 2000, which had a balance of $1.1
million at March 29, 2003, and $1.8 million in notes related to the sale of our
former College Point facility in January 1996. The Deer Park facility note is
due in monthly installments through July 2015 and bears interest at a rate of
7.5% per annum. The College Point facility notes are due in annual amounts
through September 2004 with a
Page 16
final payment of $1.3 million due on December 31, 2004 and bear interest at 7.0%
per annum. The latter notes receivable are secured by a mortgage on the
facility.
Contract advances decreased $4.4 million or 21.5% to $15.9 million at March 29,
2003 from $20.3 million at December 31, 2002 due to the liquidation of
previously received advances by cost input on foreign contracts.
Capital expenditures, excluding the effects of the acquisitions of AERA and
Darlington, for the three months ended March 29, 2003 increased $1.2 million or
122.3% to $2.1 million from $0.9 million for the three months ended March 30,
2002. Increases were in accordance with planned expenditures and attributable to
leasehold improvements at the Company's headquarters as well as purchases of
machinery and equipment. We are currently reviewing our capital expenditures
plan for 2003 and the strategic alternatives for our Deer Park facility, as well
as our other facilities in light of recent acquisitions.
Financing Activities
Credit Facility
At March 29, 2003, we have a $200.0 million credit facility with a consortium of
banks, led by Citibank, N.A. as the administrative agent, Fleet National Bank as
the syndication agent and Wachovia Bank, N.A. as the documentation agent. The
facility expires in November 2005 and amended the $69.0 million credit facility
in place at December 31, 2001.
The credit facility provides us with sub-limits of borrowing up to $125.0
million for acquisition-related financing and up to $125.0 million in stand-by
letters of credit financing. The potential cash borrowing under the facility is
reduced by the amount of outstanding letters of credit. There were no direct
borrowings outstanding under the credit facility at March 29, 2003. Letters of
credit outstanding at March 29, 2003 pertaining to the credit facility were
$54.9 million, resulting in $70.1 million available at March 29, 2003 for
stand-by letters of credit. Any future borrowings under the facility would be
priced initially at LIBOR plus a predetermined amount, ranging from 1.25% to
1.75%, dependent on our consolidated leverage ratio at the time of the
borrowing. At March 29, 2003, LIBOR was approximately 1.3% and the applicable
adjustment to LIBOR was 1.50%. The facility requires a commitment fee of 0.25%
on the average daily unused portion of the facility. In connection with the
credit facility, we are required to maintain both financial and non-financial
covenants and ratios. As of March 29, 2003, we were in compliance with or have
obtained waivers for our covenants. The credit facility is secured by our
accounts receivable, inventory and machinery and equipment.
5.25% Convertible Subordinated Notes due 2007
In April 2002, we completed the offering of the Notes and received proceeds of
$133.7 million, net of $4.1 million of commissions paid. Interest payments on
the Notes are due April 15 and October 15 of each year. Accrued interest
payable, included in accrued liabilities on our consolidated balance sheet, was
$3.3 million and $1.5 million at March 29, 2003 and December 31, 2002,
respectively.
The Notes are convertible, unless previously redeemed or repurchased by us, at
the option of the holder at any time prior to maturity, into our common shares
at an initial conversion price of $31.26 per share, subject to adjustment in
certain events. As of March 29, 2003, there had been no conversions.
Page 17
Employee Stock Ownership Trust ("ESOT") Loan
We sponsor an Employee Stock Ownership Plan ("ESOP") which provides retirement
benefits to substantially all employees. An indirect loan which is
collateralized by unallocated EDO common shares is funded by quarterly cash
contributions from us. As quarterly cash payments are made, the unallocated EDO
common shares are committed-to-be-released and allocated to participants.
We believe that, for the foreseeable future, we have adequate liquidity and
sufficient capital to fund our currently anticipated requirements for working
capital, capital expenditures including acquisitions, research and development
expenditures, interest payments and servicing of the ESOP indirect loan. We
continue to focus on positioning ourselves to be a significant player in the
consolidation of first-tier defense suppliers and, to that end, have actively
sought candidates for strategic acquisitions. Future acquisitions may be funded
from any of the following sources: cash on hand; borrowings under our credit
facility; issuance of our common stock or other equity securities; and/or
convertible or other debt offerings.
Commitments and Contingencies
In order to aggregate all commitments and contractual obligations as of March
29, 2003, we have included the following table. Our commitments under letters of
credit and advance payment and performance bonds relate primarily to advances
received on foreign contracts. We do not expect to have to make payments under
these letters of credits or bonds since these obligations are removed as we
perform under the related contracts. The amounts for letters of credit and
performance bonds represent the amount of commitment expiration per period.
Payments Due In (in millions):
--------------------------------------------------------------------
2007 and
Total 2003 2004 2005 2006 Beyond
----- ---- ---- ---- ---- ------
5.25% Convertible
Subordinated
Notes due 2007 $137.8 -- -- -- -- $137.8
Operating leases 51.4 7.2 8.3 6.6 4.9 24.4
Letters of credit 88.8 32.2 4.0 52.3 0.2 0.1
Advance payment and performance
bonds 2.3 0.6 -- -- -- 1.7
------ ------ ------ ------ ------ ------
Total $280.3 $ 40.0 $ 12.3 $ 58.9 $ 5.1 $164.0
====== ====== ====== ====== ====== ======
Additionally, we are subject to certain legal actions that arise out of the
normal course of business. It is our belief that the ultimate outcome of these
actions will not have a material adverse effect on our consolidated financial
position, results of operations or liquidity.
Backlog
The funded backlog of unfilled orders at March 29, 2003 increased $58.5 million
or 15.6% to $433.5 from $375.0 million at December 31, 2002. Excluding the
effects of the AERA and Darlington acquisitions, backlog increased $6.8 million
or 1.8%. Our backlog consists primarily of current orders under long-lived,
mission-critical programs of key defense platforms.
Page 18
Critical Accounting Policies
We make estimates and assumptions in the preparation of our consolidated
financial statements in conformity with accounting principles generally accepted
in the United States. Actual results could differ significantly from those
estimates under different assumptions and conditions. We believe that the
following discussion addresses our critical accounting policies, which are those
that are most important to the portrayal of our consolidated financial condition
and results of operations and which require our most difficult and subjective
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. The following is a brief discussion of
the critical accounting policies employed by us:
Revenue Recognition
Sales under long-term, fixed-price contracts, including pro-rata profits, are
generally recorded based on the relationship of costs incurred to date to total
projected final costs or, alternatively, as deliveries and other milestones are
achieved or services are provided. These projections are revised throughout the
lives of the contracts. Adjustments to profits resulting from such revisions are
made cumulative to the date of change and may affect current period earnings.
Our gross profit is affected by a variety of factors, including the mix of
products, systems and services sold, production efficiencies, price competition
and general economic conditions. Estimated losses on long-term contracts are
recorded when identified. Sales under cost reimbursement contracts are recorded
as costs are incurred. Sales on other than long-term contract orders
(principally commercial products) are recorded as shipments are made.
Inventories
Inventories under long-term contracts and programs reflect all accumulated
production costs, including factory overhead, initial tooling and other related
costs (including general and administrative expenses relating to certain of our
defense contracts), less the portion of such costs charged to cost of sales.
Inventory costs in excess of amounts recoverable under contracts and which
relate to a specific technology or application and which may not have
alternative uses are charged to cost of sales when such circumstances are
identified. All other inventories are stated at the lower of cost (principally
first-in, first-out method) or market. From time to time, we manufacture certain
products prior to receiving firm contracts in anticipation of future demand.
Such costs are inventoried and are incurred to help maintain stable and
efficient production schedules. Several factors may influence the sale and use
of our inventories, including our decision to exit a product line, technological
change, new product development and/or revised estimates of future product
demand. If inventory is determined to be overvalued due to one or more of the
above factors, we would be required to recognize such loss in value at the time
of such determination. Under the contractual arrangements by which progress
payments are received, the United States Government has a title to or a security
interest in the inventories identified with related contracts.
Property, Plant and Equipment and Other Long-Lived Assets
Property, plant and equipment is recorded at cost and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Leasehold
improvements are amortized over the shorter of their estimated useful lives or
their respective lease periods. In those cases where we determine that the
useful life of property, plant and equipment should be shortened, we would
depreciate the net book value in excess of the salvage value, over its revised
remaining useful life thereby increasing depreciation expense. Factors such as
technological advances, changes to our business model, changes in our capital
strategy, changes in the planned use of
Page 19
equipment, fixtures, software or changes in the planned use of facilities
could result in shortened useful lives. Long-lived assets, other than goodwill,
are reviewed by us for impairment whenever events or changes in circumstances
indicate that the carrying amount of any such asset may not be recoverable. The
estimate of cash flow is based upon, among other things, certain assumptions
about expected future operating performance. Our estimates of undiscounted cash
flow may differ from actual cash flow due to, among other things, technological
changes, economic conditions, changes to our business model or changes in our
operating performance. If the sum of the undiscounted cash flows, excluding
interest, is less than the carrying value, we would recognize an impairment
loss, measured as the amount by which the carrying value exceeds the fair value
of the asset.
In accordance with Statement of Financial Accounting Standard ("SFAS") No. 142,
goodwill must be tested at least annually for impairment at the reporting unit
level. If an indication of impairment exists, we are required to determine if
such goodwill's implied fair value is less than its carrying value in order to
determine the amount, if any, of the impairment loss required to be recorded.
Impairment indicators include, among other conditions, cash flow deficits, an
historic or anticipated decline in revenue or operating profit, adverse legal or
regulatory developments, accumulation of costs significantly in excess of
amounts originally expected to acquire the asset and a material decrease in the
fair value of some or all of the assets.
Pension and Post-Retirement Benefit Obligations
We sponsor defined benefit pension and other retirement plans in various forms
covering all eligible employees. Several statistical and other factors which
attempt to anticipate future events are used in calculating the expense and
liability related to the plans. These factors include assumptions about the
discount rate, expected return on plan assets and rate of future compensation
increases as determined by us, within certain guidelines and in conjunction with
our actuarial consultants. In addition, our actuarial consultants also use
subjective factors such as withdrawal and mortality rates to estimate the
expense and liability related to these plans. The actuarial assumptions used by
us may differ significantly, either favorably or unfavorably, from actual
results due to changing market and economic conditions, higher or lower
withdrawal rates or longer or shorter life spans of participants.
New Accounting Standards
See the notes accompanying the unaudited consolidated financial statements as of
and for the three months ended March 29, 2003.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995
The statements in this quarterly report and in oral statements that may be made
by representatives of the Company relating to plans, strategies, economic
performance and trends and other statements that are not descriptions of
historical facts may be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27(a) of the
Securities Act of 1933 and Section 21(e) of the Securities Exchange Act of 1934.
Forward-looking statements are inherently subject to risks and uncertainties,
and actual results could differ materially from those currently anticipated due
to a number of factors, which include but are not limited to the following for
each of the types of information noted below.
U.S. and international military program sales, follow-on procurement, contract
continuance, and future program awards, upgrades and spares support are subject
to: U.S. and international military budget constraints and determinations; U.S.
congressional and international legislative body discretion; U.S. and
international
Page 20
government administration policies and priorities; changing world military
threats, strategies and missions; competition from foreign manufacturers of
platforms and equipment; NATO country determinations regarding participation in
common programs; changes in U.S. and international government procurement
timing, strategies and practices; and the general state of world military
readiness and deployment. Commercial satellite programs and equipment sales,
follow-on procurement, contract continuance and future program awards, upgrades
and spares support are subject to: establishment and continuance of various
consortiums for satellite constellation programs; delay in launch dates due to
equipment, weather or other factors beyond the control of the Company; and
development of sufficient customer base to support a particular satellite
constellation program.
Commercial product sales are subject to: success of product development programs
currently underway or planned; competitiveness of current and future production
costs and prices and market and consumer base development of new product
programs.
Achievement of margins on sales, earnings and cash flow can be affected by:
unanticipated technical problems; government termination of contracts for
convenience; decline in expected levels of sales; underestimation of anticipated
costs on specific programs; the ability to effect acquisitions; and risks
inherent in integrating recent acquisitions into the Company's overall
structure.
Expectations of future income tax rates can be affected by a variety of factors,
including statutory changes in Federal and state tax rates, nondeductibility of
goodwill amortization and IPR&D acquired in a stock purchase business
combination and the nondeductibility of our non-cash ESOP compensation expense.
The Company has no obligation to update any forward-looking statements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The information called for by this item is provided under Item 2 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Within the 90 day period prior to filing this Quarterly Report on Form 10-Q, EDO
carried out an evaluation, under the supervision and with the participation of
its management, including its Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of EDO's disclosure
controls and procedures. Based upon the evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the design and operation of these
disclosure controls and procedures were effective to ensure that information
required to be disclosed in reports that EDO files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms.
Changes in internal controls
There were no significant changes in EDO's internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
Page 21
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The Exhibits to this Report are listed in the Exhibit Index
appearing on page 23 hereof.
(b) Reports on Form 8-K
On February 14, 2003, we filed a Current Report on Form 8-K to
report the acquisition, by one of our wholly-owned subsidiaries, of all of
the stock of Advanced Engineering & Research Associates, Inc.("AERA").
On March 13, 2003, we filed a Current Report on Form 8-K to file the
18 U.S.C. Section 1350 certifications of James M. Smith, Chairman,
President and Chief Executive Officer and Frederic B. Bassett, Vice
President-Finance, Treasurer and Chief Financial Officer, relating to the
Corporation's Annual Report on Form 10-K for the year ended December 31,
2002.
On March 21, 2003, we filed a Current Report on Form 8-K to report
the acquisition, by one of our wholly-owned subsidiaries, of all of the
stock of Darlington, Inc.
Page 22
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
EDO Corporation
------------------------------------------------
(Registrant)
by: /s/ Frederic B. Bassett
-----------------------------------------
Frederic B. Bassett - Vice President- Finance
(Principal Financial Officer)
Date: May 12, 2003
Page 23
Exhibit Index
Exhibit Description
- ------- -----------
99.1 Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.2 Certification of Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002