ESSEX CORPORATION
10QSB, 2000-05-03
ENGINEERING SERVICES
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                                   FORM 10-QSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                  For the quarterly period ended March 26, 2000

                         Commission File Number 0-10772

                                ESSEX CORPORATION
        (Exact name of small business issuer as specified in its charter)

            Virginia                                                54-0846569
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                             Identification No.)

9150 Guilford Road, Columbia, Maryland                              21046-1891
(Address of principal executive offices)                            (Zip Code)

Issuer's telephone number, including area code:  (301) 939-7000

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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
           -----

State the number of shares  outstanding  of each of the issuer's class of Common
Stock as of the latest practicable date.

                                                               Outstanding
                  Class                                      at March 26, 2000
                  -----                                      -----------------
Common Stock, par value $0.10 per share                          4,397,861

Transitional Small Business Disclosure Format (Check One);

YES                 NO           X
           -----               ---


<PAGE>

                               ESSEX CORPORATION
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The  interim  financial   statements  are  unaudited  but,  in  the  opinion  of
management,  reflect all adjustments for a fair presentation of results for such
period.  The results of operations  for any interim  period are not  necessarily
indicative of results for the full year.  These financial  statements  should be
read in conjunction with the financial statements and notes thereto contained in
the Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December
26, 1999.

                                       2

<PAGE>

                               ESSEX CORPORATION
<TABLE>

                                 BALANCE SHEETS
<CAPTION>


                                                       March 26,          December 26,
                                                         2000                 1999
                                                   ---------------      ---------------
                                                     (unaudited)           (audited)
ASSETS

Current Assets
<S>                                                <C>                  <C>
     Cash                                          $       721,362      $       502,663
     Accounts receivable, net                              504,404              645,564
     Inventory                                             184,821              180,178
     Prepayments and other                                  51,239               46,795
                                                   ----------------     ---------------
                                                         1,461,826            1,375,200
                                                   ----------------     ---------------

Property and Equipment
     Production and special equipment                      726,745              729,974
     Furniture, equipment and other                        238,607              240,095
                                                   ----------------     ---------------
                                                           965,352              970,069
     Accumulated depreciation and amortization            (908,278)            (905,185)
                                                   ----------------     ---------------
                                                            57,074               64,884
                                                   ----------------     ---------------

Other Assets
     Patents, net                                          133,938              137,658
     Other                                                  27,567               31,549
                                                   ----------------     ---------------
                                                           161,505              169,207
                                                   ----------------     ---------------

TOTAL ASSETS                                       $     1,680,405      $     1,609,291
- ------------
                                                   ================     ===============
                                                   ================     ===============

<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
                                       3

<PAGE>

                               ESSEX CORPORATION
<TABLE>
                                 BALANCE SHEETS
<CAPTION>


                                                                  March 26,        December 26,
                                                                    2000               1999
                                                              ---------------    ---------------
                                                                (unaudited)         (audited)
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
<S>                                                           <C>                <C>
     Advance from accounts receivable financing               $        21,377    $        59,470
     Accounts payable                                                 128,527             78,339
     Accrued wages and vacation                                       242,347            160,932
     Accrued lease settlement                                         123,448            123,448
     10% convertible collateralized debentures                        375,714            375,714
     Other accrued expenses                                           180,785            193,182
                                                              ---------------    ---------------
                                                                    1,072,198            991,085

Long-term Debt

     Capital leases, net of current portion                             6,930              8,316
                                                              ---------------    ---------------
                                                              ---------------    ---------------

     Total Liabilities                                              1,079,128            999,401
                                                              ---------------    ---------------

Commitments and Contingencies (Note 4)

Stockholders' Equity
     Common stock, $0.10 par value; 25 million shares
      authorized; 4,397,861 shares issued and outstanding
                                                                      439,786            439,786
     Redeemable preferred stock, $0.01 par value;
      1 million total shares authorized; 2,500 shares
      of Series A authorized, $100 liquidation value,
      no shares outstanding
                                                                           --                 --
     Additional paid-in capital                                     5,634,234          5,634,234
     Accumulated deficit                                           (5,472,743)        (5,464,130)
                                                              ---------------    ---------------
                                                                      601,277            609,890
                                                              ---------------    ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                              $     1,680,405    $     1,609,291
                                                              ===============    ===============

<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>

                                       4

<PAGE>

                               ESSEX CORPORATION
<TABLE>

                            STATEMENTS OF OPERATIONS
                          FOR THE THIRTEEN WEEK PERIODS
                     ENDED MARCH 26, 2000 AND MARCH 28, 1999
<CAPTION>

                                                             2000                1999
                                                        ---------------     --------------
                                                          (unaudited)         (unaudited)

<S>                                                     <C>                 <C>
Revenues                                                $      975,423      $      965,762
Costs of goods sold and services provided                     (423,523)           (505,149)
Selling, general and administrative expenses                  (552,304)           (597,647)
                                                        --------------      --------------

         Operating Loss                                           (404)           (137,034)

Interest expense, net and debenture financing
 amortization
                                                                (8,209)            (12,293)
                                                        --------------      --------------
                                                        --------------      --------------

Loss Before Income Taxes                                        (8,613)           (149,327)

Provision for income taxes                                          --                  --
                                                        --------------      --------------

Net Loss                                                $       (8,613)     $     (149,327)
                                                        ==============      ==============
                                                        ==============      ==============

Weighted Average Number of Shares Outstanding                4,397,861           4,397,861
                                                        ==============      ==============
                                                        ==============      ==============

Basic Loss Per Share                                    $        (0.00)     $        (0.03)
                                                        ==============      ==============

Diluted Loss Per Share                                  $        (0.00)     $        (0.03)
                                                        ==============      ==============
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
                                       5

<PAGE>

                               ESSEX CORPORATION
<TABLE>

                            STATEMENTS OF CASH FLOWS
                          FOR THE THIRTEEN WEEK PERIODS
                     ENDED MARCH 26, 2000 AND MARCH 28, 1999
<CAPTION>

                                                              2000               1999
                                                        --------------     ---------------
                                                          (unaudited)        (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                     <C>                <C>
   Net Loss                                             $      (8,613)     $     (149,327)
   Adjustments to reconcile Net Loss to
   Net Cash Provided By (Used In) Operating
    Activities:

      Depreciation and amortization                            13,274              28,693
      Gain on sale/retirement of fixed assets                  (4,986)                 --

   Change in Assets and Liabilities:
      Accounts receivable                                     141,160            (116,327)
      Inventory                                                (4,643)               (297)
      Prepayments and other assets                             (2,206)            (23,259)
      Accounts Payable                                         50,188              25,954
      Other Liabilities                                        78,193              34,667
                                                        -------------      --------------

   Net Cash Provided By (Used In) Operating
    Activities
                                                              262,367            (199,896)
                                                        -------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                            --              (8,103)
    Proceeds from sale of fixed assets                          4,986                  --
                                                        -------------      --------------

    Net Cash Provided By (Used In) Investing
     Activities                                                 4,986              (8,103)
                                                        -------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Short-term repayments (borrowings), net                   (38,093)             14,016
    Payment of capital lease obligations                      (10,561)             (4,057)
                                                        -------------      --------------

    Net Cash (Used In ) Provided By Financing
     Activities                                               (48,654)              9,959
                                                        -------------      --------------

CASH AND CASH EQUIVALENTS
    Net increase (decrease)                                   218,699            (198,040)
    Balance - beginning of period                             502,663             543,538
                                                        -------------      --------------
    Balance - end of period                             $     721,362      $      345,498
                                                        =============      ==============
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
                                       6

<PAGE>

                               ESSEX CORPORATION

                     NOTES TO INTERIM FINANCIAL INFORMATION

NOTE 1:  General

Fiscal Year and Presentation

Essex Corporation (the "Company") is on a 52/53-week fiscal year ending the last
Sunday in December.  2000 is a 53-week  fiscal year.  1999 was a 52-week  fiscal
year.  Certain  amounts for 1999 have been  reclassified  to conform to the 2000
presentation.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Estimates  are used  when  accounting  for  uncollectible  accounts  receivable,
inventory obsolescence and valuation, depreciation and amortization,  intangible
assets,  employee benefit plans and contingencies,  among others. Actual results
could differ from those estimates.

Important Business Risk Factors

The Company has historically  been principally a supplier of technical  services
under  contracts  or  subcontracts  with  departments  or  agencies  of the U.S.
Government,  primarily the military  services and other departments and agencies
of the Department of Defense.  In recent years, the Company's  business had been
principally commercial in the satellite  communications  (SatCom) business area.
This work substantially ended in December 1999.

Since 1989, the Company has expended  significant  funds to transition  into the
commercial  marketplace,  particularly  the  productization  of its  proprietary
technologies in optoelectronic  processors. The Company has incurred losses over
the  last  decade,  primarily  due  to  the  development  and  marketing  of its
optoelectronics  products and services.  The long-term success of the Company in
this area is  dependent  on its  ability  to  successfully  develop  and  market
products related to its optoelectronic  processors. The success of these efforts
is subject to changing technologies, availability of financing, competition, and
ultimately market acceptance.

The  Company  is seeking  additional  funds from  private  financing  markets to
finance  optoelectronic  operations  and to achieve  desired  product  inventory
levels and initial market penetration.  The Company is also seeking to establish
joint  ventures or  strategic  partnerships  with major  industrial  concerns to
facilitate these goals.  Failure to commercialize or further  significant delays
in the commercialization of the Company's  optoelectronic  products would have a
significant  adverse effect on the Company's future operating results and future
financial  position;  however,  the Company believes that in such event it could
successfully  manage and reduce cash  requirements  for operations by curtailing
expenditures in optoelectronics operations (including general and administrative
expenses), although there can be no assurances in this regard.

NOTE 2:  Basic and Diluted Earnings (Loss) Per Share

Basic earnings  (loss) per share are computed using the weighted  average number
of common shares  outstanding  during the period.  Common stock equivalents were
anti dilutive in both periods.

                                       7

<PAGE>
                               ESSEX CORPORATION

NOTE 3:  Accounts Receivable Financing

The  Company  has  a  working  capital  financing  agreement  with  an  accounts
receivable  factoring  organization.  Under  such an  agreement,  the  factoring
organization may purchase certain of the Company's  accounts  receivable subject
to full recourse against the Company in the case of nonpayment by the customers.
The Company  generally  receives  85%-90% of the  invoice  amount at the time of
purchase  and the balance  when the  invoice is paid.  The Company is charged an
interest fee and other processing  charges,  payable at the time each invoice is
paid.  Funds  advanced  were  $21,000  as of March 26,  2000 and  $59,000  as of
December 26, 1999.

NOTE 4:  Commitments and Contingencies

Effective July 1994, the Company settled a legal dispute with a former landlord.
Under the Settlement  Agreement,  the Company remains liable for contingent cash
payments of 25% of future  earnings  (as defined) and 10-15% of the net proceeds
from the sale of common stock or operating assets. The period for computation of
such  contingent  payments ends December 2004. The $123,000  accrual as of March
26, 2000  represents the remaining  contingent  portion which is to be paid over
the applicable  consideration period. Of this amount,  $30,000 was paid in April
2000.

NOTE 5:  Common Stock; Warrants; Preferred Stock

In connection with the outstanding 10% Convertible Collateralized Debentures Due
2000, the Company has reserved  approximately 107,000 shares of common stock for
conversion at $3.50 per share.  In addition,  the Company has issued warrants to
the   broker/dealer  for  28,571  shares  of  common  stock.  The  warrants  are
exercisable  through December 1, 2000 at a price of $3.50 per share,  subject to
adjustment under anti-dilution  provisions of the Warrant Agreement. The warrant
holders have certain  registration  rights for these shares of common stock. The
Company has also issued  warrants  for 78,400  shares to the  purchasers  of the
Debentures  under  essentially  the same terms and  conditions  as the  warrants
issued to the  broker/dealer.  The Company has  reserved  approximately  214,000
shares of common stock in connection  with the  convertible  debentures  and the
possible exercise of all such warrants.

A class of  preferred  stock is  approved  by the  shareholders.  The  Company's
Articles  of  Incorporation  authorize  a class of  preferred  stock,  1 million
shares,  par value  $0.01  per  share,  the  series  and  rights of which may be
designated by the Board of Directors in  accordance  with  applicable  state and
federal law. No preferred shares are currently outstanding.

NOTE 6:  Income Taxes

The Company is in a net operating loss (NOL) carryforward  position for book and
tax  purposes.  No tax  benefit  will be  recognized  until  taxable  income  is
realized.

NOTE 7:  Statements of Cash Flows - Supplemental Disclosure

In 1999, the Company entered into capital leases for new equipment for $127,000.
There were no new capital leases entered into in the first quarter of 2000.

                                       8

<PAGE>
                               ESSEX CORPORATION

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OR PLAN OF OPERATION  AND OTHER  SECTIONS
CONTAIN FORWARD-LOOKING  STATEMENTS THAT ARE BASED ON MANAGEMENT'S EXPECTATIONS,
ESTIMATES, PROJECTIONS AND ASSUMPTIONS. WORDS SUCH AS "EXPECTS",  "ANTICIPATES",
"PLANS",  "BELIEVES",   "ESTIMATES",   VARIATIONS  OF  SUCH  WORDS  AND  SIMILAR
EXPRESSIONS  ARE  INTENDED  TO IDENTIFY  SUCH  FORWARD-LOOKING  STATEMENTS  THAT
INCLUDE,  BUT ARE NOT LIMITED TO,  PROJECTIONS  OF REVENUES,  EARNINGS,  SEGMENT
PERFORMANCE, CASH FLOWS AND CONTRACT AWARDS. SUCH FORWARD-LOOKING STATEMENTS ARE
MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.  THESE  STATEMENTS ARE NOT GUARANTEES OF FUTURE  PERFORMANCE
AND INVOLVE  CERTAIN  RISKS AND  UNCERTAINTIES  THAT ARE  DIFFICULT  TO PREDICT.
THEREFORE,  ACTUAL FUTURE RESULTS AND TRENDS MAY DIFFER  MATERIALLY FROM WHAT IS
INDICATED IN FORWARD-LOOKING STATEMENTS DUE TO A VARIETY OF FACTORS.

STATUS

The Company's revenues historically have come from satellite  telecommunications
and optoelectronics business programs and contracts. The telecommunications work
was principally with one major customer,  Motorola,  and was  approximately  45%
($2.2 million) of the Company's revenues for 1999. This  telecommunications work
substantially ended in December 1999.

The Company's  current  business is coming from  applications of its proprietary
optoelectronics  technology and products.  Work based on the patented  ImSyn(TM)
Processor  has  increased  with the award of a group of  contracts  funded under
Small Business  Innovation  Research  (SBIR) and other research  programs by the
Army,  Navy,  DARPA and DOD since October  1999.  Aggregate  multi-year  funding
expected  under  the terms of the four  contracts  is  $2,430,000.  Such work is
generally  incrementally  funded and spans 1-2 years.  The increase in this work
has only partially offset the decline in telecommunications revenues.

The Company has been unable to  maintain  programs of  sufficient  volume and to
expand  such  work to  consistently  achieve  a  breakeven  or  better  level of
operations on such revenues. While the Company was able to operate profitably in
the last three  quarters of 1999,  the Company's  backlog of work in 2000 is not
yet  sufficient  to maintain a breakeven  or better level of  operations.  Since
early 1997, the Company has continued development and product improvement of its
initial ImSyn(TM)  optoelectronic processor to the extent possible from internal
funds.  The  processor  is a  combination  of digital and  optical  componentry.
Problems in the reliability  and  performance of certain  digital  components as
well as the combination of such state-of-the-art  subassemblies caused delays in
the  availability  of the  ImSyn(TM)  processor  to  potential  early  users and
customers. Four units were completed and available in 1998. These first-designed
units need to be  upgraded  with higher  speed  electronic  circuits,  requiring
hardware  and  software   changes  and  retesting  and   recalibrating  of  unit
performance.  The lack of upgraded units for initial user testing and evaluation
has hindered potential sales and revenues,  and delayed inventory turnover.  The
Company has established significant reserves against its ImSyn(TM) inventory for
such changes and delays in the sale of these first units. The Company is working
to reduce the deficit from operations and to improve its cash flows. Backlog and
order issues will continue to be major concerns until  substantial  improvements
have been achieved.

                                       9

<PAGE>
                               ESSEX CORPORATION

The  Company  continues  to work with  investment  groups  that  have  expressed
interest in an  international  venture to pursue  commercial  applications of 3D
ground  penetrating  radar.  The  proposed  project  would  apply  the  patented
ImSyn(TM)  Processor  and the  Company's  proprietary  holographic  Virtual Lens
Sensor  Technology(TM).  Data  on the  location  and  condition  of  underground
utilities,  transportation  subgrades and construction sites would be collected,
processed,  interpreted and archived in its data warehouse.  Infrastructure  and
natural resources business  subscribers would access it through the enterprise's
broadband  business-to-business  network  on the  public  internet.  Success  in
financing and launching the enterprise is not assured.

REVENUES

Revenues  were  $975,000 and  $966,000 for the first  quarters of 2000 and 1999,
respectively. The first quarter 2000 revenues include approximately $148,000 for
recovery of excess  indirect costs on a government  contract  completed in 1994.
There  was no such  transaction  in the  first  quarter  of 1999.  Without  this
recovery, first quarter 2000 revenues would have been $827,000 or 14% lower than
the first  quarter of 1999.  The decline in  revenues is due to the  substantial
completion  of work for  Motorola  by  December  1999.  The  Company's  work for
Motorola for the Iridium and other communication  systems accounted for revenues
of $79,000 and  $699,000 in the first  quarters of 2000 and 1999,  respectively.
This represented 8% and 72% of total revenues for the first quarters of 2000 and
1999, respectively.

Increased work in the optoelectronics computer systems area partially offset the
decline in SatCom  revenues during the first quarter of 2000. Such revenues were
$680,000 in the first  quarter of 2000 compared to $267,000 in the first quarter
of 1999. As of March 26, 2000, the Company had a backlog on programs  related to
services  and   applications  of   optoelectronic   computers  of  approximately
$2,188,000,  up from  $723,000 at  December  26,  1999.  The Company had no firm
orders for ImSyn(TM) units as of the date of this report.

INCOME (LOSS)

There was an operating  loss of $400 and $137,000 in the first  quarters of 2000
and 1999, respectively. There was a net loss of $9,000 and $149,000 in the first
quarters  of 2000 and 1999,  respectively.  Without the  approximately  $148,000
recovery of excess costs on a previously  completed contract,  the first quarter
2000 operating and bottom line losses would have been comparable with 1999 first
quarter  results.  Cost of goods sold and services  provided as a percentage  of
revenues  (excluding  revenue from  recovery of prior year excess costs) for the
first  quarter of 2000 was  51.2%,  which was  slightly  lower than the 52.3% in
1999. The Company has curtailed  selling,  general and  administrative  expenses
("SG&A") where possible while retaining  essential  technical  capabilities  and
personnel in the optoelectronics  and  telecommunications  businesses.  Overall,
SG&A expenses remain high relative to the revenue volume as the Company seeks to
commercialize its optoelectronic  products and services.  The high SG&A expenses
contributed to the operating losses in the first quarters of 1999 and 2000.

CORPORATE MATTERS

In 2000, the Company's  interest  expense declined due to lower average accounts
receivable  financings  under its working  capital  financing  agreement.  Total
interest expense and debenture  financing  amortization costs were $8,000 in the
first quarter of 2000 compared to $12,000 in the same period of 1999.

                                       10

<PAGE>

                               ESSEX CORPORATION

The  Company  recognized  the  majority  of its  remaining  tax  benefit  amount
recoverable  from the  carryback  of net  operating  losses  prior to 1994.  The
Company is in a net operating loss (NOL) carryforward  position. No provision or
benefit from income taxes was recognized in the first quarter of 2000 or 1999.

FINANCIAL CONDITION - LIQUIDITY AND CAPITAL RESOURCES

The  Company  evaluates  its  liquidity  position  using  various  factors.  The
following represents some of the more important factors:

<TABLE>

                                         SELECTED FINANCIAL DATA ($ Thousands)

                                                          AS OF
                                    -----------------------------------------------
<CAPTION>


                                     March 26,      December 26,      March 28,
                                        2000            1999             1999
                                    -----------     ------------     ------------
                                    (unaudited)       (audited)      (unaudited)


<S>                                 <C>             <C>              <C>
Total Assets                        $     1,680     $      1,609     $      1,702
                                    ===========     ============     ============

Working Capital                     $       390     $        384     $        536
                                    ===========     ============     ============

Current Ratio                            1.36:1           1.39:1           1.59:1
                                    ===========     ============     ============

Advance from Accounts Receivable
   Financing                        $        21     $         59     $        178
Convertible Debentures                      376              376              376
Current and Long-Term Capital Leases         13               23                1
                                    -----------     ------------     ------------
      Total Debt/Financing          $       410     $        458     $        555
                                    ===========     ============     ============

Stockholders' Equity                $       601     $        610     $        416
                                    ===========     ============     ============
</TABLE>


The Company  experienced a decrease in its working  capital and current ratio at
March 26, 2000 as compared to March 28, 1999.  The decrease was primarily due to
the reclassification of the convertible debentures to a current liability as the
debentures are due in November 2000. The Company's  working  capital and current
ratios were relatively unchanged from December 1999.

The  Company has  incurred  losses over the last  decade,  primarily  due to the
development  and marketing of its  optoelectronics  products and  services.  The
Company has recently experienced  difficulty in sustaining revenue volume in the
satellite communications (SatCom) systems business area.

The Company  continues to seek  additional  funds under  appropriate  terms from
private financing sources to finance  development and to achieve desired product
inventory levels and initial market penetration.  The Company is also seeking to
establish  joint  ventures  or  strategic  partnerships  with  major  industrial
concerns  to  facilitate  these  goals.   Further   significant  delays  in  the
commercialization of the Company's  optoelectronic  products,  failure to market
such products or

                                       11

<PAGE>
                               ESSEX CORPORATION

failure to raise substantial additional working capital would have a significant
adverse  effect on  the Company's future  operating results and future financial
position.

There are $376,000 of Convertible  Debentures that are due November 30, 2000 for
which no funds have been  identified  or set aside for payment.  The Company may
have to use all or a  significant  portion  of its cash at that time to make the
payoff  of the  debentures.  The use of the  Company's  cash  resources  without
securing  alternative  sources of liquidity would likely have a material adverse
impact on the Company's  liquidity.  The Company is exploring  various financing
options  including  renegotiating  an  extension  of the  final  payoff  date or
restructuring of the debt, but is unable to predict the likelihood of success of
such a negotiation or the terms of such an extension.

The Company has  approximately  $185,000 of  inventory in current  assets.  This
inventory  is comprised of ImSyn(TM)  optoelectronic  processors  and  primarily
consists  of finished  goods and  purchased  parts.  Sales of such units will be
necessary  in order to maintain  working  capital  liquidity.  There are no firm
orders for such units as of the date of this report.

The  Company  has  a  working  capital  financing  agreement  with  an  accounts
receivable  factoring  organization.  Under  such an  agreement,  the  factoring
organization may purchase certain of the Company's  accounts  receivable subject
to full recourse against the Company in the case of nonpayment by the customers.
The Company  generally  receives  85%-90% of the  invoice  amount at the time of
purchase  and the balance  when the  invoice is paid.  The Company is charged an
interest fee and other processing  charges,  payable at the time each invoice is
paid. Funds advanced were $21,000 as of March 26, 2000.

Effective July 1994, the Company settled a legal dispute with a former landlord.
There is a $123,000  accrual as of March 26, 2000 which represents the remaining
contingent portion to be paid over the applicable  consideration  period.  Under
the Settlement  Agreement,  the Company  remains liable for such contingent cash
payments from 25% of future earnings (as defined) and 10-15% of the net proceeds
from the sale of common stock or operating assets. The period for computation of
such contingent  payments ends December 2004. Of the remaining  $123,000 amount,
$30,000 was paid in April 2000.

The Company believes that it will be able to meet its 2000 funding  requirements
and obligations from the aforementioned  sources of revenue and capital,  and if
necessary,  by further cost reductions.  However,  there can be no assurances in
this regard and the Company  expects  that it will need  significant  additional
financing in the future.

THE PRECEDING  PARAGRAPHS  DISCUSSING THE COMPANY'S  FINANCIAL CONDITION CONTAIN
FORWARD-LOOKING  STATEMENTS. THE FACTORS AFFECTING THE ABILITY OF THE COMPANY TO
MEET ITS FUNDING REQUIREMENTS AND MANAGE ITS CASH RESOURCES INCLUDE, AMONG OTHER
THINGS,  THE  AMOUNT  AND  TIMING OF  PRODUCT  SALES,  INVENTORY  TURNOVER,  THE
MAGNITUDE OF FIXED COSTS AND THE ABILITY TO OBTAIN WORKING CAPITAL, ALL OF WHICH
INVOLVE RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT.

                                       12

<PAGE>

                               ESSEX CORPORATION

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Report on Form 8-K

(a)      Exhibits

(i)      Exhibit 27 - Financial Data Schedule

27.1     Financial Data Schedule

(b)      Reports on Form 8-K

                  None

                                    SIGNATURE

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                ESSEX CORPORATION
                                  (Registrant)

Date:  May 3, 2000

                             /s/ Joseph R. Kurry, Jr.
                      -------------------------------------
                               Joseph R. Kurry, Jr.
                              Senior Vice President
                      Treasurer and Chief Financial Officer

(Mr.  Kurry is the Principal Financial and  Accounting Officer and has been duly
authorized to sign on behalf of the Registrant.)

                                       13



<TABLE> <S> <C>


<ARTICLE>                     5


<MULTIPLIER>                                   1,000


<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-2000
<PERIOD-START>                  DEC-27-1999
<PERIOD-END>                    MAR-26-2000

<CASH>                                           721
<SECURITIES>                                       0
<RECEIVABLES>                                    504
<ALLOWANCES>                                     (50)
<INVENTORY>                                      185
<CURRENT-ASSETS>                               1,461
<PP&E>                                           965
<DEPRECIATION>                                  (908)
<TOTAL-ASSETS>                                 1,680
<CURRENT-LIABILITIES>                          1,072
<BONDS>                                            0
                              0
                                        0
<COMMON>                                         440
<OTHER-SE>                                       161
<TOTAL-LIABILITY-AND-EQUITY>                     601
<SALES>                                          975
<TOTAL-REVENUES>                                 975
<CGS>                                            424
<TOTAL-COSTS>                                    976
<OTHER-EXPENSES>                                   0
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                                 8
<INCOME-PRETAX>                                   (9)
<INCOME-TAX>                                       0
<INCOME-CONTINUING>                               (9)
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                      (9)
<EPS-BASIC>                                     0.00
<EPS-DILUTED>                                   0.00



</TABLE>


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