10-Q 1 y23701e10vq.txt FORM 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 24, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _______________ COMMISSION FILE NUMBER 1-3985 ---------- EDO CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 11-0707740 (State of Incorporation) (IRS Employer Identification No.)
60 EAST 42ND STREET, 42ND FLOOR, 10165 NEW YORK, NEW YORK (Zip Code) (Address of principal executive offices)
(212) 716-2000 (Registrant's telephone number, including area code) 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 [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer (as defined in Rule 12b-2 of the Act), or a non-accelerated filer. Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No The number of shares of EDO common stock outstanding as of July 28, 2006 was 20,357,481 shares, with a par value $1 per share. ================================================================================ EDO CORPORATION TABLE OF CONTENTS
Page ---- PART I FINANCIAL INFORMATION ITEM 1 Financial Statements ......................................... 3 Consolidated Balance Sheets - June 24, 2006 (unaudited) and December 31, 2005 ......................................... 3 Consolidated Statements of Earnings - (unaudited) Three months ended June 24, 2006 and June 25, 2005 ........ 4 Consolidated Statements of Earnings - (unaudited) Six months ended June 24, 2006 and June 25, 2005 .......... 5 Consolidated Statements of Cash Flows - (unaudited) Six months ended June 24, 2006 and June 25, 2005 .......... 6 Notes to Consolidated Financial Statements (unaudited) ....... 7 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations ................................. 17 ITEM 3 Quantitative and Qualitative Disclosures about Market Risk ... 25 ITEM 4 Controls and Procedures ...................................... 25 PART II OTHER INFORMATION ITEM 1A Risk Factors ITEM 4 Submission of Matters to a Vote of Security Holders .......... 25 ITEM 6 Exhibits and Reports on Form 8-K ............................. 26 SIGNATURE PAGE .......................................................... 26
2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS EDO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
JUNE 24, DECEMBER 31, 2006 2005 ----------- ------------ (UNAUDITED) (IN THOUSANDS) ASSETS Current assets: Cash and cash equivalents ............................. $109,092 $108,731 Accounts receivable, net .............................. 168,015 189,190 Inventories ........................................... 70,761 56,567 Deferred income tax asset, net ........................ 9,090 8,946 Notes receivable ...................................... 7,000 7,100 Prepayments and other ................................. 13,159 3,809 -------- -------- Total current assets ............................... 377,117 374,343 -------- -------- Property, plant and equipment, net ....................... 52,013 49,574 Goodwill ................................................. 149,419 152,347 Other intangible assets, net ............................. 58,211 55,925 Deferred income tax asset, net ........................... 27,300 29,637 Other assets ............................................. 25,217 25,573 -------- -------- $689,277 $687,399 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ...................................... $ 23,247 $ 33,111 Accrued liabilities ................................... 49,598 52,126 Contract advances and deposits ........................ 45,405 42,244 Note payable .......................................... 2,000 2,000 -------- -------- Total current liabilities .......................... 120,250 129,481 -------- -------- Income taxes payable ..................................... 6,513 6,513 Note payable, long-term debt ............................. 5,000 5,000 Long-term debt ........................................... 201,250 201,250 Post-retirement benefits obligations ..................... 104,268 103,815 Environmental obligation ................................. 1,386 1,392 Other long-term liabilities .............................. 48 55 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, 20,470,095 issued in 2006 and 20,305,815 issued in 2005 .......................... 20,470 20,306 Additional paid-in capital ............................ 168,636 167,219 Retained earnings ..................................... 124,331 120,103 Accumulated other comprehensive loss, net of income tax benefit (32,496 in 2006 and 32,711 in 2005) ........ (46,762) (47,072) Treasury shares at cost (112,614 shares in 2006 and 111,317 shares in 2005) ............................ (1,950) (1,868) Unearned Employee Stock Ownership Plan shares ......... (14,163) (14,789) Deferred compensation under Long-Term Incentive Plan .. -- (3,866) Management group receivables .......................... -- (140) -------- -------- Total shareholders' equity ......................... 250,562 239,893 -------- -------- $689,277 $687,399 ======== ========
See accompanying Notes to Consolidated Financial Statements. 3 EDO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED -------------------------- JUNE 24, JUNE 25, 2006 2005 -------- -------- (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) NET SALES ............................................ $152,398 $156,112 COSTS AND EXPENSES Cost of sales ..................................... 119,657 118,360 Selling, general and administrative ............... 23,903 20,014 Research and development .......................... 3,006 3,994 Environmental cost provision, Deer Park facility .. -- 1,250 -------- -------- 146,566 143,618 -------- -------- OPERATING EARNINGS ................................... 5,832 12,494 NON-OPERATING INCOME (EXPENSE) Interest income ................................... 1,101 294 Interest expense .................................. (2,237) (2,274) Other, net ........................................ (111) (15) -------- -------- (1,247) (1,995) -------- -------- Earnings before income taxes ...................... 4,585 10,499 Income tax benefit (expense) ...................... 1,686 (4,410) -------- -------- NET EARNINGS ...................................... $ 6,271 $ 6,089 ======== ======== NET EARNINGS PER COMMON SHARE: Basic: ............................................ $ 0.35 $ 0.34 ======== ======== Diluted: .......................................... $ 0.30 $ 0.31 ======== ======== Weighted-average common shares outstanding: Basic ............................................. 18,099 18,065 ======== ======== Diluted ........................................... 24,467 22,741 ======== ======== Dividends declared per common share ............... $ 0.03 $ 0.03 ======== ========
See accompanying Notes to Consolidated Financial Statements. 4 EDO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE SIX MONTHS ENDED ------------------------ JUNE 24, JUNE 25, 2006 2005 -------- -------- (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) NET SALES ............................................ $272,107 $272,620 COSTS AND EXPENSES Cost of sales ..................................... 210,901 203,414 Selling, general and administrative ............... 49,261 40,302 Research and development .......................... 6,212 8,412 Environmental cost provision, Deer Park facility .. -- 1,250 -------- -------- 266,374 253,378 -------- -------- OPERATING EARNINGS ................................... 5,733 19,242 NON-OPERATING INCOME (EXPENSE) Interest income ................................... 2,122 795 Interest expense .................................. (4,661) (4,465) Other, net ........................................ (257) (60) -------- -------- (2,796) (3,730) -------- -------- Earnings before income taxes ......................... 2,937 15,512 Income tax benefit (expense) ......................... 2,395 (6,515) -------- -------- NET EARNINGS ......................................... $ 5,332 $ 8,997 ======== ======== NET EARNINGS PER COMMON SHARE: Basic ............................................. $ 0.30 $ 0.50 ======== ======== Diluted ........................................... $ 0.29 $ 0.49 ======== ======== Weighted-average common shares outstanding: Basic ............................................. 18,055 17,998 ======== ======== Diluted ........................................... 18,538 22,690 ======== ======== Dividends declared per common share ............... $ 0.06 $ 0.06 ======== ========
See accompanying Notes to Consolidated Financial Statements 5 EDO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED ------------------------ JUNE 24, JUNE 25, 2006 2005 ----------- -------- (UNAUDITED) (IN THOUSANDS) OPERATING ACTIVITIES: Earnings from operations ............................................... $ 5,332 $ 8,997 Adjustments to earnings to arrive at cash provided (used) by operations: Depreciation ........................................................ 5,736 4,942 Amortization ........................................................ 3,414 2,621 Bad debt (recovery) expense ......................................... (68) 824 Deferred tax provision .............................................. 15 113 Loss on disposal of property, plant and equipment ................... 33 -- Long-Term Incentive Plan compensation expense ....................... 1,599 866 Stock option compensation expense ................................... 877 -- Environmental cost provision, Deer Park facility .................... -- 1,250 Employee Stock Ownership Plan compensation expense .................. 2,335 2,550 Dividends on unallocated Employee Stock Ownership Plan shares ....... 116 128 Common shares issued for directors' fees ............................ 110 98 Changes in operating assets and liabilities, excluding effects of acquisitions: Accounts receivable .............................................. 21,243 (13,994) Inventories ...................................................... (14,194) (21,616) Prepayments and other assets ..................................... (8,655) 1,929 Accounts payable, accrued liabilities and other .................. (11,142) (638) Contract advances and deposits ................................... 3,161 4,043 -------- -------- Cash provided (used) by operations ........................................ 9,912 (7,887) -------- -------- INVESTING ACTIVITIES: Settlement of purchase price on 2005 acquisitions ...................... (800) -- Purchase of plant and equipment ........................................ (8,841) (13,089) Payments received on notes receivable .................................. 100 150 Cash paid for acquisitions, net of cash acquired ....................... -- (35,072) -------- -------- Cash used by investing activities ......................................... (9,541) (48,011) -------- -------- FINANCING ACTIVITIES: Proceeds from exercise of stock options ................................ 741 593 Excess income tax benefit from stock options and Long-Term Incentive Plan ...................................................... 329 435 Proceeds from management group receivables ............................. 140 -- Repayments of acquired debt ............................................ -- (4,877) Payment of common share cash dividends ................................. (1,220) (1,209) -------- -------- Cash used by financing activities ......................................... (10) (5,058) -------- -------- Net increase (decrease) in cash and cash equivalents ...................... 361 (60,956) Cash and cash equivalents at beginning of year ............................ 108,731 98,884 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................ $109,092 $ 37,928 ======== ======== Supplemental disclosures: Cash paid for: Interest ............................................................ $ 3,891 $ 3,617 ======== ======== Income taxes ........................................................ $ 10,838 $ 7,393 ======== ========
See accompanying Notes to Consolidated Financial Statements. 6 EDO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) 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, 2005 filed by the Company on Form 10-K with the Securities and Exchange Commission. 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. Certain reclassifications have been made to prior year's presentations to conform to current year's presentations. (2) ACQUISITIONS On December 20, 2005, the Company acquired for cash all of the stock of NexGen Communications LLC (NexGen), a privately-held company specializing in the design and production of communications systems for a diverse set of U.S. government organizations. The acquisition strengthened EDO's fast-growing position in specialized communication products. The acquired company became part of the Company's Electronic Systems and Communications segment. The excess of the purchase price over the net assets acquired related to NexGen is not deductible for income tax purposes. During the second quarter of 2006, the purchase price for NexGen was finalized and resulted in an additional cash payment of $0.4 million. On September 19, 2005, the Company acquired for cash all of the stock of Fiber Innovations, Inc., (Fiber Innovations) a privately-held company that is a designer and manufacturer of fiber reinforced-composites. This acquisition has added important complementary design and manufacturing capabilities to EDO's integrated-composite-structures business. The acquired company became part of the Company's Engineered Systems and Services segment. The excess of the purchase price over the net assets acquired related to Fiber Innovations is not deductible for income tax purposes. During the first quarter of 2006, the purchase price for Fiber Innovations was finalized and resulted in an additional cash payment of $0.4 million. On May 2, 2005, the Company acquired for cash all of the units of EVI Technology, LLC (EVI), a privately-held company. EVI is a designer, manufacturer and integrator of classified intelligence systems. EVI has strengthened and expanded EDO's range of products and engineering expertise in a number of synergistic areas. The acquired company became part of the Company's Electronic Systems and Communications segment. The excess of the purchase price over the net assets acquired related to EVI recorded as goodwill and other intangible asset is deductible for income tax purposes over 15 years. (3) STOCK-BASED COMPENSATION The Company has granted non-qualified stock options and restricted shares under the 2002 Long-Term Incentive Plan (LTIP) and the 2002 Non-Employee Director Stock Option Plan (NEDSOP). These plans are described in Note 13 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2005. Prior to January 1, 2006, the Company accounted 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, as permitted by Financial Accounting Standard Board (FASB) Statement No. 123, "Accounting for Stock-based Compensation." 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 employee compensation expense was recognized in the Statement of Earnings. Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R) (FAS 123(R)), Share-Based Payment, using the modified prospective transition method. Under this method, compensation cost recognized in the six months ended June 24, 2006 includes: (a) compensation cost for all options granted prior to January 1, 2006, but not yet vested, based on the fair value on the grant date and (b) compensation cost for all options granted to Directors under the NEDSOP subsequent to January 1, 2006, which are 100% vested on the date of grant. Results of prior periods are not required to be restated. 7 As a result of adopting Statement 123(R) on January 1, 2006, the company's income before income taxes and net income for the six months ended June 24, 2006, are $0.9 million and $0.5 million lower, respectively, than if it had continued to account for share-based compensation under Opinion 25. Basic and diluted earnings per share for the year ended June 24, 2006 are $0.03 and $0.03 lower, respectively, than if the company had continued to account for share-based compensation under Opinion 25. Prior to the adoption of FAS 123(R), the Company presented all excess tax benefits of deductions resulting from the exercise of stock options as an operating cash flow in the Statement of Cash Flows. FAS 123(R) requires that this excess tax benefit now be classified as a financing cash flow. For the six months ended June 24, 2006 the $0.3 million excess tax benefit classified as a financing cash flow would have been classified as an operating cash flow if the Company had not adopted FAS 123(R). During the six months ended June 24, 2006, the Company only granted options to its Board of Directors, which when issued were 100% vested. The Company estimated the fair value of the 2006 stock option awards as of the grant date by applying the Black-Scholes pricing valuation model. The application of this valuation model involves assumptions that are judgmental and sensitive in the determination of compensation expense. The weighted average for key assumptions used in determining the fair value of options granted are as follows: expected dividend yield of 1%, risk free interest rate of 4.3%, expected volatility of 44%, and an expected option life of 7 years. A summary of the Company's stock option activity during the six months ended June 24, 2006 is as follows:
WEIGHTED- WEIGHTED-AVERAGE AGGREGATE AVERAGE REMAINING INTRINSIC OPTIONS EXERCISE CONTRACTUAL TERM VALUE (IN THOUSANDS) PRICE (IN YEARS) (IN THOUSANDS) -------------- --------- ---------------- -------------- Outstanding on January 1, 2006.... 1,045 $17.25 Options granted................... 55 27.39 Options exercised................. (53) 13.93 Options expired/cancelled......... (4) 13.29 ----- ------ Outstanding on June 24, 2006...... 1,043 $17.96 5.33 $9,976 ===== ====== ==== ====== Exercisable on June 24, 2006...... 1,038 $17.95 5.57 $9,933 ===== ====== ==== ======
As of June 24, 2006, the total future compensation expense related to non-vested options not yet recognized in the consolidated statement of earnings is approximately $40 thousand all of which will vest and be recognized in 2006. Stock based compensation expense recognized for restricted share awards was $0.7 million and $0.4 million for the three months ended June 24, 2006 and June 25, 2005, respectively. Stock based compensation expense recognized for restricted share awards was $1.6 million and $0.9 million for the six months ended June 24, 2006 and June 25, 2005, respectively. The unrecognized compensation cost related to the unvested restricted shares at June 24, 2006 is approximately $5.0 million and will be recognized over a weighted-average period of 2.1 years. A summary of the activity of restricted shares under the Company's 2002 LTIP plan for the six months ended June 24, 2006 is as follows:
WEIGHTED- AVERAGE SHARES GRANT DATE (IN THOUSANDS) FAIR PRICE -------------- ---------- Outstanding on January 1, 2006.... 219 $ 27.78 Granted........................... 111 26.61 Vested............................ -- -- Forfeited/Canceled................ (5) 28.28 --- ------- Outstanding on June 24, 2006...... 325 $ 27.38 === =======
Prior to adoption of FAS 123(R), the fair value of restricted share awards was recorded as deferred compensation expense as a separate component of shareholders equity. In accordance with FAS 123(R), the deferred compensation balance of $3.9 million at December 31, 2005 was reclassified to additional paid-in-capital. The restricted share awards cliff vest in 3 years and are subject to continued employment. If such goal is not met, no compensation cost is recognized and any previously recognized compensation cost is reversed. 8 The following table illustrates the effect on net earnings and earnings per share if, for the three and six months ended June 25, 2005, the Company had applied the fair value recognition provisions of SFAS No. 123.
THREE MONTHS SIX MONTHS ENDED ENDED JUNE 25, JUNE 25, 2005 2005 ------------ ---------- Earnings: As reported ......................................... $6,089 $ 8,997 Deferred compensation expense, net of tax ........... 277 511 Stock option compensation expense based on fair value method, net of tax ............................... (389) (1,354) ------ ------- Pro forma ........................................... $5,977 $ 8,154 ====== ======= Basic earnings per common share: As reported ......................................... $ 0.34 $ 0.50 Pro forma ........................................... $ 0.33 $ 0.45 Diluted earnings per common share: As reported ......................................... $ 0.31 $ 0.49 Pro forma ........................................... $ 0.31 $ 0.44 ====== =======
(4) BUSINESS COMBINATIONS AND GOODWILL AND OTHER INTANGIBLE ASSETS Statement of Financial Accounting Standard (SFAS) No. 141, "Business Combinations," 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, "Goodwill and Other Intangible Assets," 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 are amortized over their estimated useful lives. In accordance with SFAS No. 142, goodwill must be tested at least annually for impairment at the reporting unit level. If an indication of impairment exists, the Company is required to determine if such goodwill's implied fair value is less than the 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 profits, adverse legal or regulatory developments, accumulation of costs significantly in excess of amounts originally expected to acquire the asset and/or a material decrease in the fair value of some or all of the assets. The Company performs the required impairment tests of goodwill as of October 1, each year. The changes in the carrying amount of goodwill by segment for the six months ended June 24, 2006 are as follows:
ENGINEERED SYSTEMS ELECTRONIC AND SYSTEMS AND SERVICES COMMUNICATIONS TOTAL ---------- -------------- -------- (IN THOUSANDS) Balance as of January 1, 2006.. $43,846 $108,501 $152,347 Purchase price adjustments..... 328 (3,256) (2,928) ------- -------- -------- Balance as of June 24, 2006.... $44,174 $105,245 $149,419 ======= ======== ========
Summarized below are intangible assets:
JUNE 24, DECEMBER 31, 2006 2005 LIFE --------- ------------ ---------- (IN THOUSANDS) Intangible assets subject to amortization: Capitalized non-compete agreements related to acquisitions. $ 2,888 $ 3,118 1-5 years Purchased technologies related to acquisitions................ 23,002 21,103 8-25 years Customer contracts and relationships related to acquisitions.. 49,498 45,698 6-20 years Tradename related to acquisitions............................. 2,069 2,069 5-10 years -------- -------- 77,457 71,988 Less accumulated amortization.............................. (19,646) (16,463) -------- -------- $ 57,811 $ 55,525 -------- -------- Intangible assets not subject to amortization: Tradename related to acquisitions............................. 400 400 -------- -------- $ 58,211 $ 55,925 ======== ========
9 The amortization expense for the three months ended June 24, 2006 and June 25, 2005 amounted to $1.8 million and $1.3 million, respectively. The amortization expense for the six months ended June 24, 2006 and June 25, 2005 amounted to $3.4 million and $2.6 million, respectively. Total remaining amortization expense for 2006, 2007, 2008, 2009, 2010 and thereafter related to these intangible assets is estimated to be $3.4 million, $6.8 million, $6.1 million, $6.0 million, $5.3 million and $30.2 million, respectively. (5) INVENTORIES Inventories are summarized by major classification as follows:
JUNE 24, DECEMBER 31, 2006 2005 -------- ------------ (IN THOUSANDS) Raw material and supplies................ $ 11,715 $11,976 Work-in-process........................... 70,587 49,829 Finished goods............................ 1,861 1,690 Less: Unliquidated progress payments... (13,402) (6,928) -------- ------- $ 70,761 $56,567 ======== =======
(6) INCOME TAXES In the second quarter of 2006, we recorded an income tax benefit of $3.7 million due to the reversal of income tax contingency reserves related to the resolution of an outstanding tax matter. (7) EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED ENDED -------------------- ------------------- JUNE 24, JUNE 25, JUNE 24, JUNE 25, 2006 2005 2006 2005 -------- -------- -------- -------- (IN THOUSANDS) Numerator: Earnings for basic and diluted calculation... $ 6,271 $ 6,089 $ 5,332 $ 8,997 Effect of dilutive securities: Convertible notes......................... 1,187 1,067 -- 2,134 ------- ------- ------- ------- Numerator for diluted calculation............ $ 7,458 $ 7,156 $ 5,332 $11,131 ======= ======= ======= ======= Denominator: Denominator for basic calculation............ 18,099 18,065 18,055 17,998 Effect of dilutive securities: Stock options............................. 483 268 483 284 Convertible notes......................... 5,886 4,408 -- 4,408 ------- ------- ------- ------- Denominator for diluted calculation.......... 24,468 22,741 18,538 22,690 ======= ======= ======= =======
The assumed conversion of the notes was anti-dilutive for the six months ended June 24, 2006. The following table summarizes, for each year presented, the number of shares excluded from the computation of diluted earnings per share, as their effect upon potential issuance was anti-dilutive.
FOR THE SIX MONTHS ENDED ------------------- JUNE 24, JUNE 25, 2006 2005 -------- -------- 4.00% Convertible Subordinated Notes... 5,586 -- Unexercised stock options.............. 129 67 ----- --- 5,715 67 ===== ===
(8) DEFINED BENEFIT PLAN 10 The Company maintains a qualified noncontributory defined benefit pension plan covering less than half of its employees. In November 2002, the plan was amended whereby benefits accrued under the plan were frozen as of December 31, 2002. The Company's funding policy is to make annual contributions to the extent such contributions are actuarially determined and tax deductible. For the three months ended June 24, 2006 and June 25, 2005, the Company recorded pension expense of $1.2 million and $1.1 million, respectively. For the six months ended June 24, 2006 and June 25, 2005, the Company recorded pension expense of $2.4 million and $2.1 million, respectively. Summarized below are the components of the expense for each period presented.
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED -------------------------- ------------------------ JUNE 24, JUNE 25, JUNE 24, JUNE 25, 2006 2005 2006 2005 -------- -------- -------- ------- (IN THOUSANDS) Interest cost........................... $ 3,038 $ 3,088 $ 6,077 $ 6,177 Expected return on plan assets.......... (3,209) (3,181) (6,419) (6,362) Amortization of unrecognized net loss... 1,365 1,162 2,730 2,324 ------- ------- ------- ------- $ 1,194 $ 1,069 $ 2,388 $ 2,139 ======= ======= ======= =======
(9) EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST The Company sponsors an employee stock ownership plan which provides retirement benefits to substantially all employees. The cost basis of the unearned/unallocated shares was initially recorded as a reduction to shareholders' equity. Compensation expense is recorded based on the market value of the Company's common shares as they are committed-to-be-released quarterly, as payments are made under the related indirect loan. The difference between the market value and the cost basis of the shares was recorded as additional paid-in capital. Dividends on unallocated shares are recorded as compensation expense. (10) COMPREHENSIVE INCOME As of June 24, 2006, accumulated other comprehensive income included in the accompanying consolidated balance sheet primarily represents additional minimum liabilities on benefit plans. Comprehensive income for the three months ended June 24, 2006 was $6.5 million compared to comprehensive income for the three months ended June 25, 2005 of $6.4 million. Comprehensive income for the six months ended June 24, 2006 was $5.6 million compared to comprehensive income for the six months ended June 25, 2005 of $9.2 million. (11) BUSINESS SEGMENTS The Company determines its operating segments based upon an analysis of its products and services, production processes, types of customers, economic characteristics and the related regulatory environment, which is consistent with how management operates the Company. The Company's operations are reflected in two business segments: Engineered Systems and Services and Electronic Systems and Communications. The Engineered Systems and Services segment addresses the Integrated Systems and Structures, Undersea Warfare, and Professional Services markets. Primary products include aircraft armament systems, integrated composite structures, mine countermeasure systems, sonar systems and flight line products. The Company also offers a wide range of professional engineering services. The Electronic Systems and Communications segment includes products that serve the Electronic Warfare and the C4 (Command, Control, Communications and Computers) markets. Primary products include electronic force protection equipment, interference cancellation technology, airborne electronic warfare systems, reconnaissance and surveillance systems, other specialized electronic systems, C4 products and services and antenna products.
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED -------------------------- ------------------------ JUNE 24, JUNE 25, JUNE 24, JUNE 25, 2006 2005 2006 2005 -------- -------- -------- -------- (IN THOUSANDS) Net Sales: Engineered Systems & Services .................. $62,164 $61,638 $121,430 $112,661 Electronic Systems & Communications ............ 90,234 94,474 150,677 159,959 ------- ------- -------- -------- 152,398 156,112 272,107 272,620 ------- ------- -------- -------- Operating earnings: Engineered Systems & Services .................. $ 1,589 $ 2,396 $ 3,217 $ 6,163 Electronic Systems & Communications ............ 4,243 11,348 2,516 14,329 Environmental cost provision, Deer Park facility -- (1,250) -- (1,250) ------- ------- -------- -------- 5,832 12,494 5,733 19,242 ------- ------- -------- -------- Net interest expense ........................... (1,136) (1,980) (2,539) (3,670) Other, net ..................................... (111) (15) (257) (60) ------- ------- -------- -------- Earnings before income taxes ................... $ 4,585 $10,499 $ 2,937 $ 15,512 ======= ======= ======== ========
11 (12) RECENT ACCOUNTING PRONOUNCEMENTS In June 2006, the FASB issued FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109)" which is effective for fiscal years beginning after December 15, 2006. This interpretation was issued to clarify the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We are currently evaluating the potential impact of this interpretation. (13) SUBSEQUENT EVENTS On July 26, 2006 the Company entered into an agreement to acquire CAS, Inc (CAS), a privately-held company that provides engineering services, logistic support and weapons-systems analysis to the Department of Defense (DOD). The agreed purchase price consists of (i) a cash component of $170.7 million payable at closing, (ii) the issuance of the Company's common shares valued at $4.9 million, and (iii) retention payments to certain key employees in the amount of $10 million to be paid over a three-year period. The source of funds for the acquisition is a combination of the Company's available cash, as well as advances under its existing credit facility. The transaction is subject to certain conditions, including applicable regulatory approval. The acquisition is expected to close in September 2006. On July 26, 2006 the Company entered into an agreement to acquire Impact Science & Technology Inc (IST), a privately-held company that provides Signals Intelligence (SIGINT) systems and analysis support to the intelligence community, and advanced countermeasures and electronic-attack systems to the DOD and other government agencies. The agreed purchase price consists of (i) a cash component of $106 million payable at closing, (ii) a promissory note in the amount of $18 million to be paid over three years, and (iii) retention payments to certain senior managers in the form of restricted common shares valued at approximately $9 million. The source of funds for the acquisition is a combination of the Company's available cash, as well as advances under its existing credit facility. The transaction is subject to certain conditions, including applicable regulatory approval. The acquisition is expected to close in September 2006. (14) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES The Company may, from time to time, issue indebtedness, a condition of which would be the guarantee of this indebtedness by certain of its subsidiaries. Presented below is condensed consolidating financial information for the Company and the contemplated subsidiary guarantors and non-guarantors at June 24, 2006 and December 31, 2005 and for the three and six month periods ended June 24, 2006 and June 25, 2005. Each contemplated subsidiary guarantor is 100% owned, directly or indirectly, by the Company. Any guarantees that may be issued will be full and unconditional, as well as joint and several. In connection with the Company's credit facility, the Company cannot declare or pay any dividend on its outstanding common stock in an amount that exceeds fifty percent of its consolidated net income for the immediately preceding four quarters. EDO CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET JUNE 24, 2006 (IN THOUSANDS)
EDO Corporation Parent Subsidiary Company Only Guarantors Non-Guarantors Eliminations Consolidated ------------ ---------- -------------- ------------ ------------ ASSETS Current assets: Cash and cash equivalents $102,193 $ 520 $ 6,379 -- $109,092 Accounts receivable, net 56,187 108,725 3,103 -- 168,015 Inventories 13,389 53,856 3,516 -- 70,761 Deferred income tax asset, net 9,090 -- -- -- 9,090 Notes receivable 7,000 -- -- -- 7,000 Prepayments and other 11,125 1,807 227 -- 13,159 -------- -------- ------- --------- -------- Total current assets 198,984 164,908 13,225 -- 377,117 Investment in subsidiaries 330,850 -- -- (330,850) -- Property, plant and equipment, net 26,577 21,992 3,444 -- 52,013 Goodwill -- 140,709 8,710 -- 149,419 Other intangible assets, net -- 47,094 11,117 -- 58,211 Deferred income tax asset, net 29,637 (2,337) -- -- 27,300 Other assets 23,440 1,777 -- -- 25,217 -------- -------- ------- --------- -------- $609,488 $374,143 $36,496 $(330,850) $689,277
12 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 27,791 $ 41,199 $ 3,855 -- $ 72,845 Contract advances and deposits 13,764 31,641 -- -- 45,405 Notes payable 2,000 -- -- -- 2,000 -------- -------- ------- --------- -------- Total current liabilities 43,555 72,840 3.855 -- 120,250 Income taxes payable 6,513 -- -- -- 6,513 Deferred income taxes (2,870) 2,497 373 -- -- Note payable, long-term 5,000 -- -- -- 5,000 Long-term debt 201,250 -- -- -- 201,250 Post retirement benefits obligations 104,268 -- -- -- 104,268 Environmental obligation 1,386 -- -- -- 1,386 Other long-term liabilities 48 -- -- -- 48 Intercompany accounts -- 188,999 25,344 (214,343) -- Shareholders' equity: Preferred shares -- -- -- -- -- Common shares 20,470 98 -- (98) 20,470 Additional paid-in capital 168,636 25,221 6,418 (31,639) 168,636 Retained earnings 124,331 88,554 268 (88,822) 124,331 Accumulated other comprehensive loss, net of income tax benefit (46,986) (14) 238 -- (46,762) Treasury shares (1,950) (4,052) -- 4,052 (1,950) Unearned ESOP shares (14,163) -- -- -- (14,163) -------- -------- ------- --------- -------- Total shareholders' equity 250,338 109,807 6,924 (116,507) 250,562 -------- -------- ------- --------- -------- $609,488 $374,143 $36,496 $(330,850) $689,277 ======== ======== ======= ========= ========
EDO CORPORATION CONDENSED CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED JUNE 24, 2006 (IN THOUSANDS)
EDO Corporation Parent Subsidiary Company Only Guarantors Non-Guarantors Eliminations Consolidated ------------ ---------- -------------- ------------ ------------ Net Sales $50,353 $98,885 $6,057 $(2,897) $152,398 Costs and expenses: Cost of sales 42,355 76,317 3,882 (2,897) 119,657 Selling, general and administrative 4,185 17,816 1,902 -- 23,903 Research and development 933 1,982 91 -- 3,006 ------- ------- ------ ------- -------- 47,473 96,115 5,875 (2,897) 146,566 ------- ------- ------ ------- -------- Operating Earnings 2,880 2,770 182 -- 5,832 Non-operating income (expense) Interest income 1,048 -- 53 -- 1,101 Interest expense (2,255) 18 -- -- (2,237) Other, net (6) (66) (39) -- (111) ------- ------- ------ ------- -------- (1,213) (48) 14 -- (1,247) Earnings before income taxes 1,667 2,722 196 -- 4,585 Income tax benefit (expense) 3,439 (1,614) (139) -- 1,686 ------- ------- ------ ------- -------- Earnings after income taxes 5,106 1,108 57 -- 6,271 Equity in undistributed earnings of subsidiaries 1,165 -- -- (1,165) -- ------- ------- ------ ------- -------- Net earnings $ 6,271 $ 1,108 $ 57 $(1,165) $ 6,271 ======= ======= ====== ======= ========
EDO CORPORATION CONDENSED CONSOLIDATING STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED JUNE 24, 2006 (IN THOUSANDS)
EDO Corporation Parent Subsidiary Company Only Guarantors Non-Guarantors Eliminations Consolidated ------------ ---------- -------------- ------------ ------------ Net Sales $ 97,340 $ 167,971 $ 12,411 $ (5,615) $ 272,107 Costs and expenses: Cost of sales 81,190 127,026 8,300 (5,615) 210,901 Selling, general and administrative 9,693 34,958 4,610 -- 49,261 Research and development 1,815 4,119 278 -- 6,212 --------- --------- -------- --------- --------- 92,698 166,103 13,188 (5,615) 266,374 --------- --------- -------- --------- --------- Operating Earnings (loss) 4,642 1,868 (777) -- 5,733
13 Interest income 2,015 -- 107 -- 2,122 Interest expense (4,695) 34 -- -- (4,661) Other, net (22) (152) (83) -- (257) --------- --------- -------- --------- --------- (2,702) (118) 24 -- (2,796) Earnings (loss) before income taxes 1,940 1,750 (753) -- 2,937 Income tax benefit (expense) 4,544 (2,217) 68 -- 2,395 --------- --------- -------- --------- --------- Earnings (loss) after income taxes 6,484 (467) (685) -- 5,332 Equity in undistributed earnings of subsidiaries (1,152) -- -- 1,152 -- --------- --------- -------- --------- --------- Net earnings (loss) $ 5,332 $ (467) $ (685) $ 1,152 $ 5,332 ========= ========= ======== ========= =========
EDO CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 24, 2006 (IN THOUSANDS)
EDO Corporation Parent Subsidiary Company Only Guarantors Non-Guarantors Eliminations Consolidated ------------ ---------- -------------- ------------ ------------ OPERATING ACTIVITIES: Earnings (loss) from continuing operations $ 5,332 $ (467) $ (685) $ 1,152 $ 5,332 Adjustments to earnings (loss) to arrive at cash provided by continuing operations: Depreciation 2,444 2,839 453 -- 5,736 Amortization -- 2,914 500 -- 3,414 Deferred tax provision 389 (374) -- -- 15 Bad debt recovery (68) -- -- -- (68) Loss on sale of property, plant and equipment 22 11 -- -- 33 Long-Term Incentive Plan compensation expense 1,599 -- -- -- 1,599 Stock option compensation expense 877 -- -- -- 877 Employee Stock Ownership Plan compensation expense 2,335 -- -- -- 2,335 Dividends on unallocated Employee Stock Ownership Plan shares 116 -- -- -- 116 Common shares issued for directors' fees 110 -- -- -- 110 Changes in operating assets and liabilities, excluding effects of acquisitions: Equity in earnings of subsidiaries 1,152 -- -- (1,152) -- Intercompany (13,978) 13,405 573 -- -- Accounts receivable 12,484 8,439 320 -- 21,243 Inventories 3,899 (17,709) (384) -- (14,194) Prepayments and other assets (7,180) (1,582) 107 -- (8,655) Accounts payable, accrued liabilities and other (9,620) (2,234) 712 -- (11,142) Contract advances and deposits 7,644 (4,483) -- -- 3,161 -------- -------- ------ ------- -------- Cash provided by operations 7,557 759 1,596 -- 9,912 -------- -------- ------ ------- -------- INVESTING ACTIVITIES: Settlement of purchase price on 2005 acquisitions (800) -- -- -- (800) Purchase of plant and equipment (3,721) (4,471) (649) -- (8,841) Payments received on notes receivable 100 -- -- -- 100 -------- -------- ------ ------- -------- Cash used by investing activities (4,421) (4,471) (649) -- (9,541) -------- -------- ------ ------- -------- FINANCING ACTIVITIES: Proceeds from exercise of stock options 741 -- -- -- 741 Excess income tax benefit from stock options and Long-Term Incentive Plan 329 -- -- -- 329 Proceeds from management group receivables 140 -- -- -- 140 Payment of common share cash dividends (1,220) -- -- -- (1,220) -------- -------- ------ ------- -------- Cash used by financing activities (10) -- -- -- (10) -------- -------- ------ ------- -------- Net increase (decrease) in cash and cash equivalents 3,126 (3,712) 947 -- 361 Cash and cash equivalents at beginning of year 99,067 4,232 5,432 -- 108,731 -------- -------- ------ ------- -------- Cash and cash equivalents at end of period $102,193 $ 520 $6,379 $ -- $109,092 ======== ======== ====== ======= ========
14 EDO CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2005 (IN THOUSANDS)
EDO Corporation Parent Subsidiary Company Only Guarantors Non-Guarantors Eliminations Consolidated ------------ ---------- -------------- ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 99,067 $ 4,232 $ 5,432 -- $108,731 Accounts receivable, net 68,603 117,164 3,423 -- 189,190 Inventories 17,288 36,147 3,132 -- 56,567 Deferred income tax asset, net 8,946 -- -- -- 8,946 Notes receivable 7,358 (258) -- -- 7,100 Prepayments and other 2,037 1,438 334 -- 3,809 -------- -------- ------- --------- -------- Total current assets 203,299 158,723 12,321 -- 374,343 -------- -------- ------- --------- -------- Investment in subsidiaries 317,356 -- -- (317,356) -- Property, plant and equipment, net 25,946 20,380 3,248 -- 49,574 Goodwill -- 143,637 8,710 -- 152,347 Other intangible assets, net -- 44,308 11,617 -- 55,925 Deferred income tax asset, net 29,637 -- -- -- 29,637 Other assets 24,751 822 -- -- 25,573 -------- -------- ------- --------- -------- $600,989 $367,870 $35,896 $(317,356) $687,399 -------- -------- ------- --------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 37,942 $ 43,729 $ 3,566 -- $ 85,237 Contract advances and deposits 6,120 36,124 -- -- 42,244 Notes payable 2,000 -- -- -- 2,000 -------- -------- ------- --------- -------- Total current liabilities 46,062 79,853 3,566 -- 129,481 -------- -------- ------- --------- -------- Long-term debt 201,250 -- -- -- 201,250 Income taxes payable 6,513 -- -- -- 6,513 Deferred income tax liabilities, net (3,244) 2,891 353 -- -- Post retirement benefits obligations 103,815 -- -- -- 103,815 Notes payable 5,000 -- -- -- 5,000 Environmental obligation 1,392 -- -- -- 1,392 Other long-term liabilities 55 -- -- -- 55 Inter-company accounts -- 174,844 24,771 (199,615) -- Shareholders' equity: Preferred shares -- -- -- -- -- Common shares 20,306 98 -- (98) 20,306 Additional paid-in capital 167,219 25,221 6,418 (31,639) 167,219 Retained earnings 120,103 89,103 953 (90,056) 120,103 Accumulated other comprehensive loss, net of income tax benefit (46,819) (88) (165) -- (47,072) Treasury shares (1,868) (4,052) -- 4,052 (1,868) Unearned ESOP shares (14,789) -- -- -- (14,789) Management group receivables (140) -- -- -- (140) Deferred compensation under Long-Term Incentive Plan (3,866) -- -- -- (3,866) -------- -------- ------- --------- -------- Total shareholders' equity 240,146 110,282 7,206 (117,741) 239,893 -------- -------- ------- --------- -------- $600,989 $367,870 $35,896 $(317,356) $687,399 ======== ======== ======= ========= ========
EDO CORPORATION CONDENSED CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED JUNE 25, 2005 (IN THOUSANDS)
EDO Corporation Parent Subsidiary Company Only Guarantors Non-Guarantors Eliminations Consolidated ------------ ---------- -------------- ------------ ------------ Continuing Operations: Net Sales $50,690 $92,941 $ 6,801 $ 5,680 $156,112 Costs and expenses: Cost of sales 41,914 65,971 4,795 5,680 118,360 Selling, general and administrative 3,806 14,786 1,422 -- 20,014 Research and development 1,639 2,092 263 -- 3,994 Environmental cost provision, Deer Park 1,250 -- -- -- 1,250 ------- ------- ------- ------- -------- 48,609 82,849 6,480 5,680 143,618
15 ------- ------- ----- ------- ------- Operating Earnings 2,081 10,092 321 -- 12,494 ------- ------- ----- ------- ------- Non-operating income (expense) Interest income 246 11 37 -- 294 Interest expense (2,274) -- -- -- (2,274) Other, net 1 29 (45) -- (15) ------- ------- ----- ------- ------- (2,027) 40 (8) -- (1,995) Earnings before income taxes 54 10,132 313 -- 10,499 Income tax expense (248) (3,981) (181) -- (4,410) ------- ------- ----- ------- ------- (Loss) earnings after income taxes (194) 6,151 132 -- 6,089 Equity in undistributed earnings of subsidiaries 6,283 -- -- (6,283) -- ------- ------- ----- ------- ------- Net earnings $ 6,089 $ 6,151 $ 132 $(6,283) $ 6,089 ======= ======= ===== ======= =======
EDO CORPORATION CONDENSED CONSOLIDATING STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED JUNE 25, 2005 (IN THOUSANDS)
EDO Corporation Subsidiary Parent Company Only Guarantors Non-Guarantors Eliminations Consolidated ------------------- ---------- -------------- ------------ ------------ Continuing Operations: Net Sales $86,940 $179,006 $14,205 $(7,531) $272,620 Costs and expenses: Cost of sales 71,604 129,147 10,194 (7,531) 203,414 Selling, general and administrative 7,534 29,754 3,014 -- 40,302 Research and development 3,022 4,861 529 -- 8,412 Environmental provision, Deer Park facility 1,250 -- -- -- 1,250 ------- -------- ------- ------- -------- 83,410 163,762 13,737 (7,531) 253,378 ------- -------- ------- ------- -------- Operating Earnings 3,530 15,244 468 -- 19,242 Non-operating income (expense) Interest income 709 28 58 -- 795 Interest expense (4,465) -- -- -- (4,465) Other, net 11 23 (94) -- (60) ------- -------- ------- ------- -------- (3,745) 51 (36) -- (3,730) (Loss) earnings from income taxes (215) 15,295 432 -- 15,512 Income tax expense (133) (6,085) (297) -- (6,515) ------- -------- ------- ------- -------- (loss) earnings after income taxes (348) 9,210 135 -- 8,997 Equity in undistributed earnings of subsidiaries 9,345 -- -- (9,345) -- ------- -------- ------- ------- -------- Net earnings $ 8,997 $ 9,210 $ 135 $(9,345) $ 8,997 ======= ======== ======= ======= ========
EDO CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 25, 2005 (IN THOUSANDS)
EDO Corporation Subsidiary Parent Company Only Guarantors Non-Guarantors Eliminations Consolidated ------------------- ---------- -------------- ------------ ------------ OPERATING ACTIVITIES: Earnings from continuing operations $ 8,997 $ 9,210 $ 135 $(9,345) $ 8,997 Adjustments to earnings to arrive at cash provided (used) by continuing operations: Depreciation 2,291 2,386 265 -- 4,942 Amortization -- 2,112 509 -- 2,621 Deferred tax benefit 113 -- -- -- 113 Bad debt expense 184 640 -- -- 824 Environmental cost provision, Deer Park facility 1,250 -- -- -- 1,250 Deferred compensation expense 866 -- -- -- 866 Employee Stock Ownership Plan compensation expense 2,550 -- -- -- 2,550 Dividends on unallocated Employee Stock Ownership Plan shares 128 -- -- -- 128
16 Common shares issued for directors' fees 98 -- -- -- 98 Changes in operating assets and liabilities, excluding effects of acquisitions: Equity in earnings of subsidiaries (9,345) -- -- 9,345 -- Inter-company 6,746 (6,629) (117) -- -- Accounts receivable (4,858) (10,481) 1,345 -- (13,994) Inventories (11,414) (10,483) 281 -- (21,616) Prepayments and other assets 1,870 51 8 -- 1,929 Accounts payable, accrued liabilities and other (7,202) 8,711 (2,147) -- (638) Contract advances and deposits (2,817) 6,860 -- -- 4,043 -------- -------- ------- ------- -------- Cash (used) provided by continuing operations (10,543) 2,377 279 -- (7,887) -------- -------- ------- ------- -------- INVESTING ACTIVITIES: Purchase of plant and equipment (8,505) (4,541) (43) -- (13,089) Payments received on notes receivable 150 -- -- -- 150 Cash paid for acquisition settlements, net of cash acquired (35,072) -- -- -- (35,072) -------- -------- ------- ------- -------- Cash used by investing activities (43,427) (4,541) (43) -- (48,011) -------- -------- ------- ------- -------- FINANCING ACTIVITIES: Proceeds from exercise of stock options 593 -- -- -- 593 Excess Income tax benefit from stock options and Long-Term Incentive Plan 435 -- -- -- 435 Repayment of acquired debt (4,877) -- -- -- (4,877) Payment of common share cash dividends (1,209) -- -- -- (1,209) -------- -------- ------- ------- -------- Cash used by financing activities (5,058)) -- -- -- (5,058) -------- -------- ------- ------- -------- Net (decrease) increase in cash and cash equivalents (59,028) (2,164) 236 -- (60,956) Cash and cash equivalents at beginning of year 93,129 1,314 4,441 -- 98,884 -------- -------- ------- ------- -------- Cash and cash equivalents at end of period $ 34,101 $ (850) $ 4,677 $ -- $ 37,928 ======== ======== ======= ======= ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION EDO Corporation (the "Company") designs and manufactures a diverse range of products with core competencies in critical defense areas. We are a leading supplier of sophisticated, highly engineered products and systems for defense, aerospace and intelligence applications. We believe our advanced systems are mission-critical on a wide range of military programs and are at the core of transforming defense capabilities. We have two reporting segments: Engineered Systems and Services and Electronic Systems and Communications. Our Engineered Systems and Services segment comprises of aircraft armament systems, integrated composite structures, undersea warfare sonar systems, and professional engineering services. Our Electronic Systems and Communications segment provides highly-engineered electronic systems and equipment including electronic warfare systems, reconnaissance and surveillance systems, and command, control, communications, and computers (C4) products and systems. The Company has a disciplined acquisition program which is diversifying its base of major platforms and customers. The Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and the Proxy Statement for its Annual Meeting of Shareholders are made available, free of charge, on its Web site www.edocorp.com, as soon as reasonably practicable after such reports have been filed with or furnished to the Securities and Exchange Commission. DISCUSSION OF 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. 17 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. Sales on other than long-term contract orders (principally commercial products) are recorded as shipments are made. 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. 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. All other inventories are stated at the lower of cost (principally first-in, first-out method) or market. 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. 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 title to or 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 depreciate the net book value in excess of 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 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, which is used to determine recoverability, is based upon, among other things, certain assumptions about future operating performance. Our estimates of undiscounted cash flow may differ from actual cash flow due to such factors including technological advances, changes to our business model, or changes in our capital strategy or planned use of long-lived assets. 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 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 the unit 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 profits, adverse legal or regulatory developments, accumulation of costs significantly in excess of amounts originally expected to acquire the asset and/or a material decrease in the fair value of some or all of the assets. To determine the fair value of our reporting units, we generally use a present value technique (discounted cash flow) corroborated by market multiples when available and as appropriate, for all of the reporting units. The discounted cash flow method measures intrinsic value by reference to an enterprise's or an asset's expected annual free cash flows. We applied what we believe to be the most appropriate valuation methodology for each of the reporting units. If we had established different reporting units or utilized different valuation methodologies, the impairment test results could differ. PENSION AND POST-RETIREMENT BENEFITS 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 and expected return on plan assets 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 18 favorably or unfavorably, from actual results due to changing market, economic or regulatory conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. We used the building block approach to the estimation of the long-term rate of return on assets. Under this approach, we reviewed the publicly available common source data for the range of returns on basic types of equity and fixed income instruments and the differential to those rates provided by active investment management. In consultation with our actuarial and active asset management consultants and taking into account the funds' actual performance and expected asset allocation going forward, we selected an overall return rate within the resulting range. RESULTS OF OPERATIONS The following information should be read in conjunction with the Consolidated Financial Statements as of June 24, 2006. THREE MONTHS ENDED JUNE 24, 2006 COMPARED WITH THREE MONTHS ENDED JUNE 25, 2005 Net sales by segment were as follows:
THREE MONTHS ENDED --------------------- INCREASE/(DECREASE) JUNE 24, JUNE 25, FROM SEGMENT 2006 2005 PRIOR PERIOD ------- -------- -------- ------------------- (DOLLARS IN THOUSANDS) Engineered Systems & Services......... $ 62,164 $ 61,638 0.9% Electronic Systems & Communications... 90,234 94,474 (4.5%) -------- -------- ---- Total................................. $152,398 $156,112 (2.4%) ======== ======== ====
In the Engineered Systems and Services segment, the increase in sales was attributable to higher sales of integrated composite structures, due to the acquisition of Fiber Innovations, which was acquired in the third quarter of 2005 and increased sales in our undersea warfare products. These increases were partially offset by lower sales in aircraft armament systems. In the Electronic Systems and Communications segment, the decrease in sales was attributable to continued lower sales volume of electronic force protection systems resulting from a delay in commencing delivery due to expanded testing requirements in the development phase and lack of systems orders during the previous periods. This decrease was partially offset by increased sales of C4 products and systems, including the Transition Switch Module "TSM" in addition to sales contributed by EVI and NexGen, which were acquired in the second and fourth quarters of 2005, respectively. Operating earnings by segment were as follows:
THREE MONTHS ENDED --------------------- JUNE 24, JUNE 25, SEGMENT 2006 2005 ------- -------- -------- (DOLLARS IN THOUSANDS) Engineered Systems & Services....................... $1,589 $ 2,396 Electronic Systems & Communications ................ 4,243 11,348 Environmental cost provision, Deer Park facility... -- (1,250) ------ ------- Total............................................... $5,832 $12,494 ====== =======
Operating earnings for the three months ended June 24 2006 were $5.8 million or 3.8% of net sales. This compares to operating earnings for the three months ended June 25, 2005 of $12.5 million or 8.0% of net sales. Items of note affecting operating earnings are summarized here to help clarify the comparison of results.
THREE MONTHS ENDED --------------------- JUNE 24, JUNE 25, 2006 2005 -------- -------- (DOLLARS IN THOUSANDS) Pension......................... $1,194 $1,069 ESOP Compensation expense....... $1,149 $1,236 Intangible asset amortization... $1,802 $1,311 ------ ------ $4,145 $3,616 ====== ======
The increase in pension expense in 2006 compared to 2005 is attributable to changes in actuarial assumptions such as discount rate and return on plan assets. The lower ESOP compensation expense for the three months ended June 24, 2006 is attributable to our lower average stock price compared to the three months ended June 25, 2005. Pension and ESOP compensation expense are allocated 19 between cost of sales and selling, general and administrative expense. The increase in intangible asset amortization expense is associated with the 2005 acquisitions and the finalizing of the related purchase price allocations. The Engineered Systems and Services segment's operating earnings for the three months ended June 24, 2006 were $1.6 million or 2.6% of this segment's net sales compared to operating earnings of $2.4 million or 3.9% of this segment's net sales for the three months ended June 25, 2005. Operating earnings for the three months ended June 24, 2006, were negatively impacted by a $1.7 million cost growth on an undersea warfare program and $1.4 million on an aircraft armament program. We believe that, based on our most current estimates, we have accounted for all future costs necessary to complete these programs. This was partially offset by a release of a $0.9 million reserve on an aircraft armament program which was delivered during the quarter as well as a $0.5 million reserve release on a completed undersea warfare systems program. The Engineered Systems and Services segment's operating earnings for the three months ended June 25, 2005 were negatively impacted by $2.2 million for the same undersea warfare systems program noted above. Additionally, earnings were negatively impacted by a write-off of a $0.2 million receivable from a customer in our fiber composite business. The Electronic Systems and Communications segment's operating earnings for the three months ended June 24, 2006 were $4.2 million or 4.7% of this segment's net sales compared to operating earnings of $11.4 million or 12.0% of this segment's net sales for the three months ended June 25, 2005. Operating Earnings were negatively impacted by cost growth of $1.1 million on an interference cancellation program, lower sales volume of electronic force protection systems. Operating earnings for the three months ended June 25, 2005 were positively influenced by sales relating to electronic force protection systems. Selling, general and administrative expenses for the three months ended June 24, 2006 of $23.9 million increased as a percent of net sales to 15.7% from 12.8% for the three months ended June 25, 2005. The increase is attributable to the three acquisitions made in 2005, which resulted in an increase in intangible amortization expense. Research and development expense for the three months ended June 24, 2006 decreased to $3.0 million or 2.0% of net sales from $4.0 million or 2.6% of net sales for the three months ended June 25, 2005, during which time there was higher than usual spending on electronic force protection and composite munitions. Interest expense, net of interest income, for the three months ended June 24, 2006 decreased to $1.1 million from $2.0 million for the three months ended June 25, 2005 due to a higher average cash balance for the three months ended June 24, 2006 compared to 2005 and a lower interest rate on the convertible notes. Interest expense for the three months ended June 24, 2006 is associated primarily with our 4.0% Convertible Subordinated Notes ("Notes") due 2025 and issued in November 2005. Also, included in interest expense is the amortization of deferred debt issuance costs associated with the offering of the Notes and amortization of deferred financing costs associated with our credit facility. Income tax expense reflects a benefit of 37% for the three month period ended June 24, 2006 and an expense of 42% for the three month period ended June 25, 2005. For the three months ended June 24, 2006, we recorded an income tax benefit of $3.7 million due to the reversal of income tax contingency reserves related to the resolution of an outstanding tax matter. For the three months ended June 24, 2006, net earnings were $6.3 million or $0.30 per diluted common share on 24.5 million diluted shares compared to net earnings of $6.1 million or $0.31 per diluted common share on 22.7 million diluted shares for the three months ended June 25, 2005. The convertible notes had a dilutive effect in the second quarter of 2006 and all of 2005. SIX MONTHS ENDED JUNE 24, 2006 COMPARED WITH SIX MONTHS ENDED JUNE 25, 2005 Net sales by segment were as follows:
SIX MONTHS ENDED --------------------- INCREASE/(DECREASE) JUNE 24, JUNE 25, FROM SEGMENT 2006 2005 PRIOR PERIOD ------- -------- -------- ------------------- (DOLLARS IN THOUSANDS) Engineered Systems & Services......... $121,430 $112,661 7.8% Electronic Systems & Communications... 150,677 159,959 (5.8%) -------- -------- ---- Total................................. $272,107 $272,620 (0.2%) ======== ======== ====
In the Engineered Systems and Services segment, the increase in sales was attributable to higher sales of aircraft armament systems relating to the F-22 missile launcher program, higher sales in composite structures which include Fiber Innovations which was acquired in the third quarter of 2005. These increases in sales were partially offset by lower sales in our Technical Services Operations division due to delayed funding. 20 In the Electronic Systems and Communications segment, the decrease in sales was attributable to lower sales of electronic force protection systems for the six months ended June 24, 2006 compared to the six months ended June 25, 2005. The lower sales of electronic force protection systems relates to a delay in commencing production due to extended testing requirements in the development phase. In addition, there were delays in milestone achievements of reconnaissance and surveillance systems. These lower sales were partially offset by sales of EVI and NexGen, which were acquired in the second and fourth quarter of 2005, respectively. In addition sales for the six months ended June 24, 2006 were positively influenced by the delivery of the Joint Enhanced Core Communication Systems ("JECCS) for the Marine Corps. Operating earnings by segment were as follows:
SIX MONTHS ENDED ---------------------- JUNE 24, JUNE 25, SEGMENT 2006 2005 ------- -------- ------- (DOLLARS IN THOUSANDS) Engineered Systems & Services ...................... $3,217 $ 6,163 Electronic Systems & Communications ................ 2,516 14,329 Environmental cost provision, Deer Park facility ... -- (1,250) ------ ------- Total .............................................. $5,733 $19,242 ====== =======
Operating earnings for the six months ended June 24, 2006 were $5.7 million or 2.1% of net sales. This compares to operating earnings for the six months ended June 25, 2005 of $19.2 million or 7.1% of net sales. The Engineered Systems and Services segment's operating earnings for the six months ended June 24, 2006 were $3.2 million or 2.6% of this segment's net sales compared to operating earnings of $6.2 million or 5.5% of this segment's net sales for the six months ended June 25, 2005. For the six months ended June 24, 2006 operating earnings were negatively impacted by a $1.7 million cost growth on an undersea warfare program, $1.4 million on an aircraft armament program, as well as an estimated settlement of a lawsuit and related legal costs. This was partially offset by a release of a $0.9 million reserve on an aircraft armament program which was delivered during the quarter, as well as a $0.5 million reserve release on a sonar system program. We believe that, based on our most current estimates, we have accounted for all future costs necessary to complete these programs. The Engineered Systems and Services segment's operating earnings for the six months ended June 25, 2005 were negatively impacted by a $1.25 million reserve for an environmental cleanup effort relating to the Company's former Deer Park facility as well as cost growth of approximately $1.8 million on the undersea warfare systems program. This was offset by a positive impact to operating earnings of approximately $3.4 million resulting from the release of a reserve which was established for the MK105 related contract, which was delivered during the second quarter of 2005. In the Electronic Systems and Communications segment, operating earnings for the six months ended June 24, 2006 were $2.5 million or 1.7% of this segment's net sales compared to operating earnings of $14.3 million or 9.0% of this segment's net sales for the six months ended June 25, 2005. Operating Earnings were negatively impacted by cost growth of $2.5 million on an interference cancellation program, lower sales volume of electronic force protection systems and delays in milestone achievements of reconnaissance and surveillance systems. Furthermore, we provided for estimated liabilities and legal costs incurred in connection with a contract dispute. Legal costs and estimated liabilities for the legal matters referred to above had an adverse effect on the results of operations for the six months ended June 24, 2006 of approximately $3.3 million. Items of note affecting operating earnings are summarized here to help clarify the comparison of results.
SIX MONTHS ENDED ---------------------- JUNE 24, JUNE 25, 2006 2005 -------- -------- (DOLLARS IN THOUSANDS) Pension ......................................... $2,388 $2,139 ESOP compensation expense ....................... $2,335 $2,550 Intangible asset amortization ................... $3,414 $2,621 Stock-based compensation expense for options .... $ 877 $ -- ------ ------ $9,014 $7,310 ====== ======
The increase in pension expense in 2006 compared to 2005 is attributable to changes in actuarial assumptions such as discount rate and return on plan assets. The lower ESOP compensation expense for the first six months of 2006 is attributable to our lower average stock price compared to the first six months of 2005. Pension and ESOP compensation expense are allocated between cost of sales 21 and selling, general and administrative expense. The increase in intangible asset amortization expense is attributable to the three acquisitions made in 2005. The increase in Stock-Based Compensation Expense relates to the implementation of Financial Accounting Standards Board Statement No. 123(R), Accounting for Stock-Based Compensation, (FAS 123 (R)). With respect to FAS 123 (R), the remaining compensation cost in 2006 related to non-vested stock options is approximately $40 thousand. Prior to adoption of FAS 123 (R) as of January 1, 2006, we accounted for our 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 was recognized and pro-forma disclosure information was provided. In 2006, we only issued options to Directors, which when issued were 100% vested and, therefore, accounted for most of the $0.9 million of expense recorded in the first quarter. Selling, general and administrative expenses for the six months ended June 24, 2006 of $49.3 million increased as a percent of net sales to 18.1% from 14.8% for the six months ended June 25, 2005. The increase is attributable to the three acquisitions made in 2005, the aforementioned legal matters and the effect of the implementation of FAS 123 (R). In addition, there were some continuing start-up costs for our undersea warfare operation in Panama City, Florida. Intangible asset amortization also increased slightly due to an increase in intangibles from the acquisitions of EVI, Fiber Innovations, and NexGen in 2005. Research and development expense for the six months ended June 24, 2006 decreased to $6.2 million or 2.3% of net sales from $8.4 million or 3.1% of net sales for the six months ended June 25, 2005, during which time there was higher spending on electronic force protection, aircraft armament and composite munitions. Interest expense, net of interest income, for the six months ended June 24, 2006 decreased to $2.5 million from $3.7 million for the six months ended June 25, 2005, primarily due to higher interest income on a higher average cash balance and a lower interest rate on our Convertible Notes. Interest expense for the six months ended June 24, 2006 is associated primarily with our 4.0% Convertible Subordinated Notes ("Notes") due 2025 and issued in November 2005. Also, included in interest expense is the amortization of deferred debt issuance costs associated with the offering of the Notes and amortization of deferred financing costs associated with our credit facility. Income tax expense reflects a benefit of 82% for the six month period ended June 24, 2006 and an expense 42% for the six month period ended June 25, 2005. For the six months ended June 26, 2006, we recorded an income tax benefit of $3.7 million due to the reversal of income tax contingency reserves related to the resolution of an outstanding tax matter. For the six months ended June 24, 2006, net earnings were $5.3 million or $0.29 per diluted common share on 18.5 million diluted shares compared to net earnings of $9.0 million or $0.49 per diluted common share on 22.7 million diluted shares for the six months ended June 25, 2005. The convertible notes were anti-dilutive for the six months ended June 24, 2006 and dilutive for the six months ended June 25, 2005. LIQUIDITY AND CAPITAL RESOURCES BALANCE SHEET Our cash and cash equivalents at June 24, 2006 were consistent with year-end with a balance of $109.1 million compared to $108.7 million at December 31, 2005. Year-to-date cash from continuing operations was $9.9 million; $8.8 million was used for the purchase of capital equipment and $1.2 million for the payment of common share dividends. Accounts receivable decreased 11.2% to $168.0 million at June 24, 2006 from $189.2 million at December 31, 2005 due in part to timing of collections of billed receivables and increased collection efforts at the Company. At June 24, 2006 approximately 88% of billed receivables were in the under-60 days aging category compared with 81% at December 31, 2005. Inventories increased 25.1% to $70.8 million at June 24, 2006 from $56.6 million at December 31, 2005 due primarily to the work-in-progress on several programs and the delays in milestone achievements which would have generated sales and reduced inventories. The note receivable of $7.0 million at June 24, 2006 relates to the sale of our facility in Deer Park in 2003. The Deer Park facility note was due on October 9, 2005 or the date EDO achieved "Material Closure" defined as the investigation, assessment and remediation of an Environmental Condition sufficient to not cause any material interference with the Buyer's ability to develop, construct, finance or lease the Premises. We believe that this note is currently due, but it has not yet been collected. In the six months ended June 24, 2006, capital expenditures were $8.8 million. This compares to $13.1 million for the six months ended June 25, 2005. For the six months ended June 25, 2005 the higher expenditures were attributable to new facility capital for our Antenna Products business unit which was relocated to a new leased facility, as well as expansion and upgrades at several other facilities. 22 FINANCING ACTIVITIES Credit Facility In November 2005, we entered into a $300 million credit facility which replaced our expiring $200 million credit facility. The new credit facility is a five-year facility with a consortium of banks, led by Citibank, N.A. as the administrative agent, Bank of America as the syndication agent and Wachovia Bank, N.A. as the documentation agent. The facility expires in November 2010. The Credit Agreement provides for a revolving credit facility in an aggregate amount equal to $300 million which includes a swing loan facility with a sublimit of $20 million and a letter of credit facility with a sub-limit of $100 million. The potential cash borrowing under the facility is reduced by the amount of outstanding letters of credit. The Company has the option to select Base Rate or Eurodollar Rate loans under the terms of the Credit Agreement. Any borrowings under the facility would be priced initially at LIBOR plus a predetermined amount depending on our consolidated leverage ratio at the time of the borrowing. At June 24, 2006, LIBOR was approximately 5.3% and the applicable adjustment to LIBOR was 1.5%. The facility requires us to pay each lender in the consortium a commitment fee on the average daily unused portion of their respective commitment at a rate equal to 0.25%. There were no direct borrowings outstanding under the credit facility at June 24, 2006 or at December 31, 2005. Letters of credit outstanding at June 24, 2006 pertaining to the credit facility were $38.4 million, resulting in $261.6 million available for borrowings. In connection with the credit facility, the Company is required to maintain both financial and non-financial covenants and ratios, including, but not limited to, leverage ratio, fixed charge coverage ratio, and senior secured leverage ratio. As of June 24, 2006, the Company was in compliance with its covenants. The credit facility is secured by the Company's accounts receivable, inventory and machinery and equipment. 4.0% Convertible Subordinated Notes due 2025 ("4.0% Notes") In November 2005, we completed the offering of $201.2 million principal of 4.0% Notes and received proceeds of $195.7 million, net of $5.5 million of commissions. Interest payments are due May 15 and November 15 of each year commencing on May 15, 2006. Accrued interest payable was $0.9 million at June 24, 2006. 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 stock at an initial conversion price of $34.19 per share, subject to adjustment in certain events. As of June 24, 2006, there had been no such conversions. Shelf Registration At June 24, 2006, our remaining capacity under the universal shelf registration statement that became effective in January 2004, was approximately $298.8 million. 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 funding of our pension and post-retirement benefit obligations. 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 June 24, 2006, 2006, we have included the following table. We are obligated under building and equipment leases expiring between 2006 and 2019. The aggregate future minimum lease commitments under those obligations with noncancellable terms in excess of one year are shown below. Our commitments under letters of credit and advance payment and performance bonds relate primarily to advances received on foreign contracts should we fail to perform in accordance with the contract terms. 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):
2011 AND COMMITMENTS AND CONTRACTUAL OBLIGATIONS: TOTAL 2006 2007 2008 2009 2010 BEYOND ---------------------------------------- ------ ---- ---- ---- ---- ---- -------- Note payable ........................... $ 7.0 $2.0 $2.0 $3.0 $-- $-- $ -- 4.0% Convertible Subordinated Notes due 2025(1) ............................. $201.2 -- -- -- -- -- $201.2
23 Operating leases ....................... $138.3 8.8 17.4 16.7 16.5 15.3 63.6 Letters of credit ...................... $ 38.4 3.7 23.7 -- 10.5 -- 0.5 Projected pension contributions ........ $ 23.0 6.0 6.0 6.0 5.0 -- -- Advance payment and performance bonds .. $ 1.9 0.2 -- -- 1.7 -- -- ------ ----- ----- ----- ----- ----- ------ Total .................................. $409.8 $20.7 $49.1 $25.7 $33.7 $15.3 $265.3 ====== ===== ===== ===== ===== ===== ======
(1) Excludes interest of approximately $8 million annually. Actual pension contributions may differ from amounts presented above and are contingent on cash flow and liquidity. 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 are unlikely to have a material adverse effect on our consolidated financial position, results of operations or liquidity. However, certain legal matters did have a material adverse effect on results of operations as noted above under Results of Operations for the six months ended June 24, 2006. CONCENTRATION OF SALES We conduct a significant amount of our business with the United States Government. Although there are currently no indications of a significant change in the status of government funding of certain programs, should this occur, our results of operations, financial position and liquidity could be materially affected. Such a change could have a significant impact on our profitability and our stock price. This could also affect our ability to acquire funds from our credit facility due to covenant restrictions or from other sources. For the three and six months ended June 24, 2006, sales of Warlock force protection systems represented 0% of net sales compared to 19.3% and 13.1% for the three and six months ended June 25, 2005, respectively. BACKLOG The funded backlog of unfilled orders at June 24, 2006 increased to $608.0 million from $558.7 million at December 31, 2005. Our backlog consists primarily of current orders under long-lived, mission-critical programs on key defense platforms. "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 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, the general state of world military readiness and deployment; and the ability to obtain export licenses. 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 our control; 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 our overall structure. 24 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 noncash ESOP compensation expense. The Company has no obligation to update any forward-looking statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS For quantitative and qualitative disclosures about market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our annual report on Form 10-K for the year ended December 31, 2005. ITEM 4. CONTROLS AND PROCEDURES As of the end of the period covered by this Quarterly Report on Form 10-Q the Company carried out an evaluation, under the supervision and with the participation of the Company's senior management, including the Chief Executive Officer and the Chief Financial Officer, as well the audit committee of the Board of Directors, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer of the Company have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. CHANGES IN INTERNAL CONTROLS There were no changes in EDO's internal controls over financial reporting during EDO's last fiscal quarter that have materially affected, or are likely to materially affect internal controls over financial reporting. PART II - OTHER INFORMATION ITEM 1A. RISK FACTORS None. ITEM 4. Submission of Matters to a Vote of Security Holders At the Company's Annual Meeting of Shareholders held on April 25, 2006, the following actions were taken: (a) Election of Directors. The following nominees were elected as directors. The votes cast for or withheld for each nominee were as follows:
Director Votes For Votes Withheld -------- ------------- -------------- Robert E. Allen 16,641,038.00 766,223.00 Robert Alvine 16,904,746.00 503,015.00 Dennis C. Blair 17,265,806.00 141,955.00 Robert M. Hanisee 16,451,666.00 956,095.00 Michael J. Hegarty 16,336,647.00 1,071,114.00 Leslie F. Kenne 17,309,094.00 98,667.00 Paul J. Kern 17,309,008.00 98,753.00 Ronald L. Leach 16,860,866.00 546,895.00 James Roth 17,308,100.00 99,661.00 James M. Smith 16,718,732.00 689,029.00 Robert S. Tyrer 16,861,128.00 546,633.00 Robert Walmsley 16,860,851.00 546,910.00
25 (b) The EDO Corporation 2006 Long-Term Incentive Plan was approved by the shareholders. The votes cast for, against or withheld were as follows: 13,665,041 votes cast in favor, 1,806,520 votes cast against, 93,524 abstentions and 1,842,676 broker non-votes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 10.1 EDO Corporation 2006 Long-Term Incentive Plan. 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * Filed herewith. (B) REPORTS ON FORM 8-K The following report on Form 8-K was filed during the three months ended June 24, 2006:
DATE OF REPORT ITEMS REPORTED -------------- -------------- April 27, 2006 Earnings Release dated April 27, 2006 announcing financial results for the quarter ended March 25, 2006.
SIGNATURES 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, its principal financial officer, thereunto duly authorized. EDO CORPORATION (Registrant) Dated: July 31, 2006 By: /s/ FREDERIC B. BASSETT ------------------------------------ Frederic B. Bassett Senior Vice President Finance, Treasurer and Chief Financial Officer 26