EDAC TECHNOLOGIES CORP - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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 March 29, 2003
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OR

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

For the transition period to
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Commission file number: 0-14275
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Edac Technologies Corporation
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(Exact name of registrant as specified in its charter)

Wisconsin 39-1515599
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)

1806 New Britain Avenue, Farmington, CT 06032
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(Address of principal executive offices)

(860) 677-2603
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(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 an accelerated
filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X].

APPLICABLE ONLY TO CORPORATE ISSUERS:

On April 28, 2003 there were outstanding 4,416,038 shares of
the Registrant's Common Stock, $0.0025 par value per share.

PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS

EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

Note: The balance sheet at December 28, 2002 has been derived from the audited
consolidated financial statements at that date.

The accompanying notes are an integral part of these condensed consolidated
financial statements.

EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these condensed consolidated
financial statements.

EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated
financial statements.

EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 29, 2003

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals and adjustments to previously established loss
provisions) considered necessary for a fair presentation have been included.
Operating results for the quarter ended March 29, 2003 are not necessarily
indicative of the results that may be expected for the year ending January 3,
2004. For further information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
December 28, 2002.

Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. As of March 29, 2003 and December 28, 2002, inventories
consisted of the following:

In April 2002, EDAC's largest customer told EDAC to stop work on a significant
portion of EDAC's inventory due to the customer's reduced requirements. During
the quarter ended December 28, 2002, EDAC reached an agreement with the customer
to receive an advance for terminated contracts. A majority of the amount
received prior to December 28, 2002 had not been recognized as revenue since the
terminated contracts at the time were still subject to approval by the customer.
During the quarter ended March 29, 2003, the Company received additional
advances due under the agreement. Additionally, during such quarter, some of the
terminated contracts were approved by the customer and amounts were recognized
as revenue.

Land, building and equipment held for sale: In October 2002, the Company adopted
a consolidation plan. Under the plan, the Company consolidated its four
independent divisions into one entity, allowing the Company to reduce overhead,
improve operating efficiencies and share resources. The consolidation resulted
in the physical relocation of 130 people and the related equipment without
suspending operations. The consolidation commenced in the fourth quarter of 2002
and was completed in the first quarter of 2003. The Company incurred costs of
$159,000 in the first quarter of 2003 related to the restructuring, which are
included in cost of sales in the accompanying consolidated statements of
operations. Additionally, land and a building are listed for sale and excess
equipment will be sold at an auction to be held in the second quarter of 2003 as
a result of the consolidation.

Goodwill: Effective December 30, 2001, the Company adopted SFAS No. 142,
"Goodwill and Other Intangible Assets". The Company completed the impairment
test as of such date and wrote-off $10,381,077 of goodwill related to the 1998
acquisition of Apex Machine Tool Co. as a cumulative effect of change in
accounting principle in the first fiscal quarter of 2002. The write-off was the
result of the decline in the fair market value of Apex since the acquisition
date due primarily to a reduction in Apex's sales volume. The impairment loss
was computed using the estimated fair market value of Apex as of the write-off
date. No tax benefit was recorded due to the uncertainty of realization of the
related deferred tax asset.

Loss Per Share: The number of shares used in the loss per common share
computations for the quarters ended March 29, 2003 and March 30, 2002 are as
follows:

The Company uses the intrinsic value method of accounting for stock options. Had
compensation cost for the Company's employee stock option plans been determined
based on the fair value at the grant dates of awards under these plans
consistent with the method of SFAS No. 123, the

Company's net loss would have been adjusted to reflect the following pro forma
amounts:

Comprehensive Loss : Comprehensive loss is the same as net loss for the quarters
ended March 29, 2003 and March 30, 2002.

Treasury stock: On October 11, 2002, the Company terminated its Employee Stock
Ownership Plan and distributed the accounts of all participants in the form of
shares of the Company. The fractional share portion of each account was paid in
cash by the Company. The fractional shares totaling 235 shares were transferred
back to the Company as treasury stock.

New Accounting Standards: In April 2002, the FASB issued SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections". SFAS No. 145 rescinds SFAS No. 4, "Reporting
Gains and Losses from Extinguishment of Debt", and an amendment of that
statement, SFAS No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund
Requirements". SFAS No. 145 also rescinds SFAS No. 44, "Accounting for
Intangible Assets of Motor Carriers". SFAS No. 145 amends SFAS No. 13,
"Accounting for Leases", to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. SFAS No. 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The adoption
of SFAS No. 145 will result in the reclassification of the extraordinary

gain, net of tax of $2.8 million in 2001, to other income by the Company in the
Company's fiscal 2003 Form 10-K.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146 nullifies Emerging Issues Task
Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". SFAS No. 146 is effective for the Company
in fiscal 2003. SFAS No. 146 will affect any restructuring activities of the
Company after fiscal 2002.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure and amendment to FASB No. 123", which
provides three optional transition methods for entities that decide to
voluntarily adopt the fair value recognition principles of SFAS No. 123,
"Accounting for Stock Issued to Employees", and modifies the disclosure
requirements of that Statement. The Company has not adopted the fair value
recognition principles of SFAS No. 123; therefore this Statement has had no
effect upon the Company's consolidated financial condition or results of
operations. The Company has provided the additional quarterly disclosures
required in this filing.

In November 2002, the FASB issued Interpretation 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). The Interpretation requires certain
guarantees to be recorded at fair values and also requires a guarantor to make
new disclosures, even when the likelihood of making payments under the guarantee
is remote. The recognition provisions of FIN 45 are effective on a prospective
basis for guarantees issued or modified after December 31, 2002. The disclosure
requirements are effective for financial statements of interim and annual
periods ending after December 15, 2002. Adoption of this Interpretation did not
have any impact on the Company's consolidated financial condition or results of
operations.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", which requires an enterprise to assess if
consolidation is appropriate based upon its variable economic interest in
variable interest entities ("VIE"). Interpretation 46 is effective for new VIE's
established subsequent to February 1, 2003 and must be adopted for existing
VIE's by July 1, 2003. The Company does not invest in investment structures that
require analysis under the Interpretation and the adoption of Interpretation 46
did not have any impact on the Company's consolidated financial condition or
results of operations.

NOTE B -- SEGMENT INFORMATION

As a result of the restructuring commencing in the fourth quarter of 2002 and
ending in the first quarter of 2003, the Company now operates as one segment.

NOTE C -- FINANCING ARRANGEMENTS

Long-term debt consisted of the following:

1. In April 2003, the repayment terms were revised as discussed below.

2. See discussion below for discussion of April 1, 2003 refinancing.

On April 1, 2003, the Company's former lender (the "Former Lender") canceled the
Note to Former Lender in the amount of $9,728,000 including principal, interest
and late fees in exchange for (i) a new promissory

note in the principal amount of $1,325,000 and (ii) a new promissory note in the
amount of $1,000,000 (collectively, the "New Notes"). The transaction resulted
in the forgiveness of indebtedness and accrued interest and fees and will be
accounted for as a troubled debt restructuring in the second quarter of 2003.
The Company will record a gain in the second quarter of 2003 of $7.3 million
(before income taxes) representing the difference between the carrying value of
the Note to Former Lender, including accrued interest and fees, and the payments
due under the new notes, including interest. The $1.325 million note payable
bears interest at 7% per annum and is repayable in 18 monthly installments of
$73,611. The $1 million note is non-interest bearing and will be paid only upon
the occurrence of certain events on or before March 31, 2005, including a change
of control, sale of the Company or liquidation. The $1 million note will reduce
to $750,000 on April 1, 2004 if none of such events have occurred or been
initiated as of that date.

Additionally, in April 2003 the Company entered into an amended agreement with
its primary lender regarding the Company's revolving credit facility and term
loans. Under the terms of the amended agreement, the maturity date of the
revolver was changed to January 4, 2005, the term loans were extended, covenant
violations for 2002 and the first quarter of 2003 were waived and financial
covenant requirements were revised commencing in the second quarter of 2003
(collectively, with the troubled debt restructuring above, the "2003
Refinancing"). The classification of long-term debt has been determined in the
accompanying December 28, 2002 and March 29, 2003 consolidated balance sheets
based on the repayment terms after consideration of the 2003 Refinancing.

As of March 29, 2003, $1,612,025 was outstanding on the Company's revolving line
of credit and $1,131,000 was available for additional borrowings.

NOTE D - EMPLOYMENT CONTRACT

On February 13, 2003, the Company entered into an amended and restated
employment contract with the Company's Chief Executive Officer. Under the terms
of the amendment, the vesting for 84,000 of the CEO's options was accelerated.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Sales. The Company's sales in the first quarter of 2003 decreased $1,623,000 or
21.0% compared to the first quarter of 2002 from $7,732,000 to $6,109,000. Such
decrease resulted from the following (in thousands):

A continuing decline in the aerospace industry resulted in lower sales in the
Engineered Precision Components and Precision Large Turning product lines in the
first quarter of 2003 compared to the comparable period in 2002.

As of March 29, 2003, sales backlog was approximately $18,000,000 compared to
$18,500,000 as of December 28, 2002. Backlog consists of accepted purchase
orders that are cancelable by the customer without penalty, except for payment
of costs incurred. The Company presently expects to complete approximately
$7,800,000 of its March 29, 2003 backlog during the remainder of the 2003 fiscal
year. The remaining $10,200,000 of backlog is deliverable in the fiscal year
2004 and beyond.

Cost of Sales. Cost of sales increased as a percentage of sales to 93.8% from
93.5% for the three months ended March 29, 2003 and March 30, 2002,
respectively. This increase was the result of $159,000 in restructuring costs
recorded in the first quarter of 2003. Excluding the $159,000, the cost of sales
as a percentage of sales would have decreased due to the consolidation of the
Company's four divisions into one entity resulting in synergies as well as
reductions in overhead, which favorably impacted gross margin. The Company has
also made certain changes within the production cycle to compensate for schedule
shifting and delays in customer orders as a result of the continued downturn in
the jet engine industry.

Selling, General & Administrative Expenses. Selling, general and administrative
costs for the first quarter of 2003 decreased by $271,000 or 27.6% compared to
the first quarter of 2002. The decrease in these costs was mainly the result of
(i) decreased compensation and commissions due to lower sales levels and layoffs
and (ii) decreased professional expenses.

Interest Expense. Interest expense decreased by $17,000 or 9.1% to $170,000 for
the first quarter of 2003 from $187,000 for the first quarter of 2002. This is
primarily due to the lower indebtedness from the first quarter of 2002 to the
first quarter of 2003.

Liquidity and Capital Resources.

As of March 29, 2003, $1,612,025 was outstanding on the Company's revolving line
of credit and $1,131,000 was available for additional borrowings.

Net cash used in operating activities of $273,000 for the three months ended
March 29, 2003, resulted primarily from increases in accounts receivable and
prepaid expenses partially offset by an increase in accounts payable.

Net cash used in investing activities of $236,000 for the three months ended
March 29, 2003, consisted of expenditures for machinery and computer equipment.

Net cash provided by financing activities of $531,000 for the three months ended
March 29, 2003, resulted from borrowings on the Company's revolving line of
credit partially offset by repayments of long-term debt.

Net cash used in operating activities of $524,000 for the three months ended
March 30, 2002, resulted primarily from the net loss and lower accounts payable,
employee compensation and accrued expenses offset partially by lower
inventories.

Net cash used in investing activities of $72,000 for the three months ended
March 30, 2002, consisted primarily of expenditures for machinery and computer
equipment.

Net cash provided by financing activities of $591,000 for the three months ended
March 30, 2002, resulted from borrowings on the Company's revolving line of
credit and proceeds from the exercise of common stock options, partially offset
by bank repayments.

In October 2002, the Company adopted a consolidation plan. Under the plan, the
Company consolidated its four independent divisions into one entity, allowing
the Company to reduce overhead, improve operating efficiencies and share
resources. The consolidation resulted in the physical relocation of 130 people
and the related equipment without suspending operations. The consolidation
commenced in the fourth quarter of 2002 and was completed in the first quarter
of 2003. The Company incurred costs of $159,000 in the first quarter of 2003
related to the restructuring, which are included in cost of sales in the
accompanying consolidated statements of operations. Additionally, land and a
building are listed for sale and excess equipment will be sold at an auction to
be held in the second quarter of 2003 as a result of the consolidation.

On April 1, 2003, the Former Lender canceled the Note to Former Lender in the
amount of $9,728,000 including principal, interest and late fees in exchange for
(i) a new promissory note in the principal amount of $1,325,000 and (ii) a new
promissory note in the amount of $1,000,000 (collectively, the "New Notes"). The
transaction resulted in the forgiveness of indebtedness and accrued interest and
fees and will be accounted for as a troubled debt restructuring. The Company
will record a gain in the second quarter of 2003 of $7.3 million (before income
taxes) representing the difference between the carrying value of the Note to
Former Lender, including accrued interest and fees, and the payments due under
the new notes, including interest. The $1.325 million note payable bears
interest at 7% per annum and is repayable in 18 monthly installments of $73,611.
The $1 million note is non-interest bearing and will be paid only upon the
occurrence of certain events on or before March 31, 2005, including a change of
control, sale of the Company or liquidation. The $1 million note will reduce to
$750,000 on April 1, 2004 if none of such events have occurred or been initiated
as of that date.

Additionally, in April 2003 the Company entered into an amended agreement with
its primary lender regarding the Company's revolving credit facility and term
loans. Under the terms of the amended agreement, the maturity date of the
revolver was changed to January 4, 2005, the term loans were extended, covenant
violations for 2002 and for the first quarter of 2003 were waived and financial
covenant requirements were revised going forward (collectively, with the
troubled debt restructuring above, the "2003 Refinancing"). The classification
of long-term debt has been determined in the accompanying December 28, 2002 and
March 29, 2003 consolidated balance sheet based on the repayment terms after
consideration of the 2003 Refinancing.

All statements other than historical statements contained in this Form 10-Q
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Without limitation, these forward
looking statements include statements regarding the Company's business strategy
and plans, statements about the adequacy of the Company's working capital and
other financial resources, statements about the Company's bank agreements,
statements about the Company's backlog, statements about the Company's action to
improve operating performance, and other statements herein that are not of a
historical nature. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
uncertainties and other factors, many of which are outside of the Company's
control, that could cause actual results to differ materially from such
statements. These include, but are not limited to, factors which could affect
demand for the Company's products and services such as general economic
conditions and economic conditions in the aerospace industry and the other
industries in which the Company competes; competition from the Company's
competitors; the Company's ability to effectively use business-to-business tools
on the Internet to improve operating results; the adequacy of the Company's
revolving credit

facility and other sources of capital; and other factors discussed in the
Company's annual report on Form 10-K for the year ended December 28, 2002. The
Company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At March 29, 2003 there have been no material changes in information regarding
quantitative and qualitative disclosure about market risk from the information
presented as of December 28, 2002 in the Company's Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure and procedures

The Chief Executive Officer and Chief Financial Officer of the Company evaluated
the Company's disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) as of a date within 90 days of the filing date of
this quarterly Report on Form 10-Q and concluded that the Company's disclosure
controls and procedures are functioning in an effective manner to ensure that
the information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act, is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.

Change in internal controls

There were no significant changes in internal controls or in other factors that
could significantly affect the internal controls subsequent to the date of their
evaluation.

PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1 EDAC's Amended and Restated Articles of Incorporation

3.2 EDAC's Amended and Restated By-laws

10.1 Amended and Restated Employment contract dated February 13, 2003
between EDAC and Dominick Pagano.

99.1 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

None

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 thereunto duly authorized.

EDAC TECHNOLOGIES CORPORATION

May 9, 2003 By /s/ Glenn L. Purple
--------------------------------
Glenn L. Purple, Chief Financial
Officer and duly authorized officer

CERTIFICATIONS

I, Dominick A. Pagano, President and Chief Executive Officer of EDAC
Technologies Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of EDAC Technologies
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 9, 2003

/s/ Dominick A. Pagano
-------------------------------------
Dominick A. Pagano
President and Chief Executive Officer

I, Glenn L. Purple, Chief Financial Officer of EDAC Technologies Corporation,
certify that:

1. I have reviewed this quarterly report on Form 10-Q of EDAC Technologies
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 9, 2003

/s/ Glenn L. Purple
-----------------------
Glenn L. Purple
Chief Financial Officer

EXHIBIT INDEX

(1) Exhibit incorporated by reference to the Company's registration
statement on Form S-1 dated August 6, 1985, commission file
No. 2-99491, Amendment No.1.

(2) Exhibit incorporated by reference to the Company's Report
on Form 8-K dated February 19, 2002.