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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 28, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _____________ to _______________
Commission file number: 0-14275
Edac Technologies Corporation
-----------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1515599
--------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
1806 New Britain Avenue, Farmington, CT 06032
---------------------------------------------
(Address of principal executive offices)
(860) 677-2603
--------------
(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 July 21, 2003 there were outstanding 4,415,803 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
June 28, December 28,
2003 2002
(Unaudited) (Note)
----------- ------------
ASSETS
CURRENT ASSETS:
Cash $ 369,214 $ 207,501
Trade accounts receivable 3,806,731 2,891,449
Inventories 4,745,170 5,427,936
Prepaid expenses and other 401,346 74,891
Refundable income taxes - 641,193
Land, building and equipment
held for sale 1,450,000 1,545,000
----------- -----------
TOTAL CURRENT ASSETS 10,772,461 10,787,970
----------- -----------
PROPERTY, PLANT, AND EQUIPMENT 23,910,407 23,807,540
less-accumulated depreciation 14,922,061 14,132,933
----------- -----------
8,988,346 9,674,607
----------- -----------
OTHER ASSETS:
Deferred income taxes 112,623 112,623
Other 45,064 10,000
----------- -----------
$19,918,494 $20,585,200
=========== ===========
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
June 28, December 28,
2003 2002
(Unaudited) (Note)
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Revolving line of credit $ 2,106,172 $ 668,820
Current portion of long-term debt 4,204,630 2,250,091
Trade accounts payable 2,303,847 2,287,047
Employee compensation and
amounts withheld 1,009,412 1,151,062
Accrued expenses 480,936 823,140
Customer advances 679,959 930,536
Deferred income taxes 112,974 112,974
------------ ------------
TOTAL CURRENT LIABILITIES 10,897,930 8,223,670
------------ ------------
LONG-TERM DEBT,
less current portion 5,072,751 15,151,047
------------ ------------
OTHER LONG-TERM LIABILITIES 1,611,875 1,611,875
------------ ------------
SHAREHOLDERS' EQUITY (DEFICIT):
Common stock, par value $.0025 per
share; 10,000,000 shares authorized;
4,416,038 shares issued 11,040 11,040
Additional paid-in capital 9,358,379 9,358,379
Accumulated deficit (4,985,302) (11,722,797)
------------ ------------
4,384,117 (2,353,378)
Less: accumulated other
comprehensive loss (2,048,014) (2,048,014)
treasury stock, 235 shares (165) -
------------ ------------
2,335,938 (4,401,392)
------------ ------------
$ 19,918,494 $ 20,585,200
============ ============
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 STATEMENTS OF OPERATIONS (UNAUDITED)
For the three months ended For the six months ended
---------------------------- -------------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Sales $ 7,137,812 $ 6,274,246 $ 13,247,145 $ 14,005,980
Cost of sales 6,253,856 5,943,904 11,985,572 13,169,659
------------ ------------ ------------ ------------
Gross profit 883,956 330,342 1,261,573 836,321
Selling, general and
and administrative
expenses 762,631 923,956 1,473,561 1,905,972
------------ ------------ ------------ ------------
Income (loss)
from operations 121,325 (593,614) (211,988) (1,069,651)
Non-operating income
(expense):
Gain on debt
restructuring 7,253,203 - 7,253,203 -
Interest expense (177,415) (186,232) (346,933) (373,416)
Other 31,294 14,197 43,213 32,556
------------ ------------ ------------ ------------
Total non-operating
income (expense) 7,107,082 (172,035) 6,949,483 (340,860)
Income (loss) before
income taxes and cumulative
effect of adoption
of SFAS No. 142 7,228,407 (765,649) 6,737,495 (1,410,511)
Benefit from income taxes - 153,592 - 282,592
------------ ------------ ------------ ------------
Income (loss) before
cumulative effect of change
in accounting principle 7,228,407 (612,057) 6,737,495 (1,127,919)
Cumulative effect of
adoption of SFAS No. 142 - - - (10,381,077)
------------ ------------ ------------ ------------
Net income (loss) $ 7,228,407 $ (612,057) $ 6,737,495 $(11,508,996)
============ ============ ============ ============
Basic per common share data (Note A):
Income (loss) before
cumulative effect of change in
accounting principle $ 1.64 $ (0.14) $ 1.53 $ (0.26)
Cumulative effect of change
in accounting principle - - - (2.36)
------------ ------------ ------------ ------------
Net income (loss) $ 1.64 $ (0.14) $ 1.53 $ (2.62)
============ ============ ============ ============
Diluted per common share data (Note A):
Income (loss) before
cumulative effect of change in
accounting principle $ 1.60 $ (0.14) $ 1.50 $ (0.26)
Cumulative effect of change
in accounting principle - - - (2.36)
------------ ------------ ------------ ------------
Net income (loss) $ 1.60 $ (0.14) $ 1.50 $ (2.62)
============ ============ ============ ============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the six months ended
----------------------------
June 28, June 29,
2003 2002
------------ ------------
Operating Activities:
Net income (loss) $ 6,737,495 $(11,508,996)
Depreciation and amortization 962,722 1,004,332
Gain on sale of equipment (30,942) -
Forgiveness of debt (7,253,203) -
Cumulative effect of adoption of
SFAS No. 142 - 10,381,077
Changes in working capital items (445,060) 1,415,023
Other (59,065) (41,025)
------------ ------------
Net cash (used in) provided by
operating activities (88,053) 1,250,411
------------ ------------
Investing Activities:
Additions to property, plant
and equipment (260,641) (94,754)
Proceeds from sales of property,
plant and equipment 134,123 53,400
------------ ------------
Net cash used in
investing activities (126,518) (41,354)
------------ ------------
Financing Activities:
Increase (decrease) in revolving
line of credit 1,437,352 (181,710)
Payments of long-term debt (1,061,068) (998,601)
Borrowings of long-term debt - 24,278
Proceeds from exercise of common
stock options - 104,376
------------ ------------
Net cash provided by (used in)
financing activities 376,284 (1,051,657)
------------ ------------
Increase in cash 161,713 157,400
Cash at beginning of period 207,501 176,245
------------ ------------
Cash at end of period $ 369,214 $ 333,645
============ ============
Supplemental Disclosure of
Cash Flow Information:
Interest paid $ 362,619 $ 371,777
Non-cash transactions:
Fractional shares of common
stock returned to the
Company from ESOP 165 -
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 28, 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 June 28, 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 June 28, 2003 and December 28, 2002, inventories
consisted of the following:
June 28, December 28,
2003 2002
----------- ------------
Raw materials $ 789,309 $ 676,107
Work-in-progress 2,813,086 3,675,325
Finished goods 1,965,847 1,842,898
----------- -----------
5,568,242 6,194,330
Reserve for excess
and obsolete (823,072) (766,394)
----------- -----------
Inventories, net $ 4,745,170 $ 5,427,936
=========== ===========
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 three and six month periods ended March 29, 2003 and June 28, 2003,
the Company received additional advances due under the agreement. Additionally,
during the three and six month periods ended March 29, 2003 and June 28, 2003,
some of the terminated contracts were approved by the customer and amounts were
recognized as revenue. As of June 28, 2003, all advances under the agreement had
been received.
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 were included in cost of sales in the consolidated
statement of operations during the three months ended March 29, 2003.
Additionally, land and a building are listed for sale. Excess equipment as a
result of the consolidation was sold at an auction in the second quarter of
2003. Net proceeds from the auction totaled $119,000, resulting in a gain of
$31,000.
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.
Income (loss) Per Share: The number of shares used in the income (loss) per
common share computations for the three and six month periods ended June 28,
2003 and June 29, 2002 are as follows:
For the three months ended For the six months ended
-------------------------- ------------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
--------- --------- --------- ---------
Basic:
Average common
shares outstanding 4,415,803 4,416,038 4,415,881 4,401,038
Diluted:
Dilutive effect of
stock options 98,417 - 64,898 -
--------- --------- --------- ---------
Average common
shares diluted 4,514,220 4,416,038 4,480,779 4,401,038
========= ========= ========= =========
Options excluded
since anti-dilutive 310,500 782,700 310,500 782,700
========= ========= ========= =========
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 income (loss)
would have been adjusted to reflect the following pro forma amounts:
For the three months ended For the six months ended
-------------------------- ------------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
------------- ---------- ----------- ------------
Income (loss):
As reported $ 7,228,407 ($612,057) $ 6,737,495 ($11,508,996)
Effect of stock-based employee
compensation expense determined
under fair valuation method for
all awards, net of any
related tax effects (5,550) (17,750) (11,100) (35,500)
------------- ---------- ----------- ------------
Pro forma $ 7,222,857 ($629,807) $ 6,726,395 ($11,544,496)
============= ========== =========== ============
Income (loss) per common share:
Basic:
As reported $ 1.64 ($0.14) $ 1.53 ($2.62)
Pro forma $ 1.64 (0.14) 1.52 (2.62)
Diluted:
As reported $ 1.60 ($0.14) $ 1.50 (2.62)
Pro forma $ 1.60 (0.14) 1.50 (2.62)
Comprehensive Income (Loss) : Comprehensive income (loss) is the same as net
income (loss) for the three and six month periods ended June 28, 2003 and June
29, 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. Fractional shares aggregating 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. Additionally, in accordance with SFAS No. 145,
the gain on debt restructuring in the six months ended June 28, 2003 has been
classified as non-operating income.
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 by SFAS No. 148 in this filing.
In April 2003, the FASB issued SFAS 149, "Amendments of Statement 133 on
Derivative Instruments and Hedging Activities". This Statement amends and
clarifies financial accounting and reporting for derivative instruments and for
hedging activities under SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities. The adoption of this statement will not have any impact on
the Company's consolidated financial condition or results of operations.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments With Characteristics of Both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify certain financial instruments as a liability
(or an asset in some circumstances). The scope of SFAS No. 150 includes
financial instruments issued in the form of shares that are mandatorily
redeemable and that employ unconditional obligations requiring the issuer to
redeem it by transferring its assets at a specific or determinable date or upon
an event that is certain to occur.
SFAS 150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities. Mandatorily redeemable financial
instruments of nonpublic entities are subject to the provisions of SFAS No. 150
for the first fiscal period beginning after December 15, 2003. The adoption of
this statement will not have any impact on the Company's consolidated financial
condition or results of operations.
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:
June 28, December 28,
2003 2002
----------- ------------
Notes payable due in 35 monthly principal
installments of $122,734 (1) $ 3,323,866 $ 4,068,451
Note payable due in 18 monthly principal
installments of $73,611 plus
interest (1)(2) 1,156,682 -
Non-interest bearing note payable
to former lender payable only upon
the occurrence of certain events (1) 1,000,000 -
Note payable to former lender with principal due
in one payment on September 29, 2004 "Note to
Former Lender". (1) - 9,462,347
Mortgage due to bank in 240 monthly
installments of $18,578 including
interest at 9.45% subject to
change every 5 years 1,919,602 1,941,572
Note payable to former shareholders of
Apex Machine Tool Company, Inc. Monthly
interest payments at 10.12%. Balloon
principal payment due on
January 5, 2004 1,659,638 1,659,638
Equipment notes payable due in 36 monthly
principal payments of $700 and $674 24,669 33,662
Capitalized lease obligations 192,924 235,468
----------- -----------
9,277,381 17,401,138
Less-current portion of long-term debt 4,204,630 2,250,091
----------- -----------
$ 5,072,751 $15,151,047
=========== ===========
1. See below for discussion of April 1, 2003 refinancing.
2. Amount includes $52,515 of interest recorded in accordance with
accounting for troubled debt restructurings.
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 has been accounted for as a
troubled debt restructuring in the second quarter of 2003. The Company recorded
a gain in the second quarter of 2003 of $7,253,000 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 $1,325,000 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 3, 2005, the term loans were extended to January
3, 2005, 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 condensed balance sheets based on the repayment terms after
consideration of the 2003 Refinancing. As of June 28, 2003, the Company was in
compliance with its financial covenants.
As of June 28, 2003, $2,106,172 was outstanding on the Company's revolving line
of credit and $1,178,000 was available for additional borrowings.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Sales. The Company's sales increased $864,000, or 13.8%, and decreased by
$759,000, or 5.4%, for the three and six months ended June 28, 2003 compared to
the three and six months ended June 29, 2002.
Sales and sales increases (decreases) for the three and six month periods ended
June 28, 2003 compared to the three and six month periods ended June 29, 2002 by
product line were as follows (in thousands):
For the Three Months Ended
--------------------------
June 29, June 30,
Product Line 2003 2002 Change
------------ -------- -------- -------
Engineered Precision Components $ 1,920 $ 2,320 ($ 400)
Precision Engineered Technologies 736 438 298
Precision Large Machining 312 540 (228)
Apex Machine Tool Co. 4,170 2,976 1,194
------- ------- -------
Total $ 7,138 $ 6,274 $ 864
======= ======= =======
For the Six Months Ended
------------------------
June 29, June 30,
Product Line 2003 2002 Change
------------ -------- -------- -------
Engineered Precision Components $ 3,732 $ 5,673 ($1,941)
Precision Engineered Technologies 1,609 1,164 445
Precision Large Machining 678 1,232 (554)
Apex Machine Tool Co. 7,228 5,937 1,291
------- ------- -------
Total $13,247 $14,006 ($ 759)
======= ======= =======
Apex Machine Tool Co. sales have increased due to a general increase in the
machine tool industry. The continuing decline in the aerospace industry resulted
in lower sales in the Engineered Precision Components and Precision Large
Turning product lines in the three and six month periods ended June 28, 2003
compared to the comparable periods in 2002.
As of June 28, 2003, sales backlog was approximately $15,900,000 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. This decrease in sales backlog is
due to declining orders resulting from the continued decline in the aerospace
industry. The Company presently expects to complete approximately $5,500,000 of
its June 28, 2003 backlog during the remainder of the 2003 fiscal year. The
remaining $10,400,000 of backlog is deliverable in the fiscal year 2004 and
beyond.
Cost of Sales. Cost of sales as a percentage of sales decreased to 87.6% from
94.7% and to 90.5% from 94.0%, for the three and six month periods ended June
28, 2003 compared to the three and six month periods ended June 28, 2002. This
decrease was the result of 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 decreased by $161,000, or 17.5%, and by $432,000, or 22.7%, for the three
and six month periods ended June 28, 2003 compared to the three and six month
periods ended June 29, 2002. The decrease in these costs for the three and six
month periods 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 $9,000, or 4.7%, and by $26,000,
or 7.0%, for the three and six month periods ended June 28, 2003 compared to the
three and six month periods ended June 29, 2002. This is primarily due to lower
indebtedness and lower interest rates in the 2003 periods compared to the 2002
periods although not all of the benefit can be seen in the condensed
consolidated statement of operations due to the accounting for debt
restructuring which affects the accounting for interest expense.
Income taxes. Due to the company's insolvency at the time that certain debts
were forgiven, approximately $6.2 million of income from the debt discharge will
be exempt from taxation with a corresponding reduction in the tax basis of the
Company's assets. Federal income tax loss carryforwards (NOLs) will be used to
offset the balance of the gain. NOLs would also be utilized to offset any
earnings in excess of the gain on forgiveness of indebtedness during 2003.
Accordingly, no tax provision has been recorded as of June 28, 2003.
Liquidity and Capital Resources.
As of June 28, 2003, $2,106,172 was outstanding on the Company's revolving line
of credit and $1,178,000 was available for additional borrowings.
Net cash used in operating activities of $88,000 for the six months ended June
28, 2003, resulted primarily from net income consisting of non-cash income
related to the forgiveness of indebtedness and non-cash charges for depreciation
and amortization, and a decrease in inventories and the collection of refundable
income taxes offset by increases in accounts receivable and prepaid expenses.
Net cash used in investing activities of $127,000 for the six months ended June
28, 2003, consisted primarily of expenditures for machinery and computer
equipment offset by proceeds from the sale of equipment.
Net cash provided by financing activities of $376,000 for the six months ended
June 28, 2003, resulted from borrowings on the Company's revolving line of
credit partially offset by repayments of long-term debt.
Net cash provided by operating activities of $1,250,000 for the six months ended
June 29, 2002, resulted primarily from the net loss representing non-cash
charges for the adoption of SFAS No. 142 and depreciation and amortization and
lower receivables and inventory amounts partially offset by lower accrued
expenses and employee compensation.
Net cash used in investing activities of $41,000 for the six months ended June
29, 2002, consisted primarily of expenditures for machinery and computer
equipment.
Net cash used by financing activities of $1,052,000 for the six months ended
June 29, 2002, resulted from repayments on the Company's revolving line of
credit and term debt, partially offset by proceeds from the exercise of common
stock options.
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
consolidated statement of operations during the three months ended March 29,
2003. Additionally, land and a building are listed for sale and excess equipment
as a result of the consolidation was sold at an auction held in the second
quarter of 2003. Net proceeds from the auction totaled $119,000 resulting in a
gain of $31,000.
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 has been accounted for as a troubled debt restructuring. The Company
recorded a gain in the second quarter of 2003 of $7,253,000 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 $1,325,000 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 3, 2005, the term loans were extended to January
3, 2005, 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 consolidated balance sheets based on the repayment terms after
consideration of the 2003 Refinancing. As of June 28, 2003, the Company was in
compliance with its financial covenants.
Based on the Company's forecasted results for its business, the Company believes
that the funds generated from operations as well as funds available from
existing financing agreements, will provide sufficient liquidity to meet the
operating needs of the Company.
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 June 28, 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 20, 2003 the Company held its annual meeting of shareholders. The
following directors were elected at the meeting.
Votes Cast
Votes Against or
Director Cast For Withheld
-------- --------- ----------
William B. Bayne, Jr. 3,942,287 41,562
John Moses 3,912,478 71,371
Dominick A. Pagano 3,809,257 174,592
Stephen J. Raffay 3,941,878 41,971
Ross C. Towne 3,942,287 41,562
Daniel C. Tracy 3,891,392 92,457
At the same meeting the appointment of Deloitte & Touche LLP as auditors for the
Company for the fiscal year ending January 3, 2004 was ratified with a vote of
3,376,963 for, 594,160 against and 12,726 abstained.
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 Modification Agreement by and among EDAC, Apex Machine Tool
Company, Inc. ("Apex"), Gros-Ite Industries, Inc. ("Gros-Ite")
and Fleet National Bank dated April 1, 2003
10.2 Amended and Restated Note A of EDAC in favor of Fleet National
Bank dated April 1, 2003
10.3 Amended and Restated Note B of EDAC in favor of Fleet National
Bank dated April 1, 2003
10.4 Waiver, Consent and Amendment No. 2 to Loan and Security
Agreement by and among EDAC, Apex and General Electric Capital
Corporation dated April 1, 2003
10.5 Amended and Restated Intercreditor and Subordination Agreement
by and among EDAC, Apex, Gros-Ite, Fleet National Bank,
Corsair Special Situations Fund, L.P. and General Electric
Capital Corporation dated April 1, 2003
10.6 Amendment No. 3 to Loan and Security Agreement by and between
EDAC and General Electric Capital Corporation dated June 25,
2003
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
On April, 3, 2003, the Company filed a report on Form 8-K to report,
under Items 5, 7 and 9, the restructuring of the Company's outstanding
obligations to its former lender, the Company's financial results for
the fiscal year ended December 28, 2002, and certain other matters.
On May 15, 2003, the Company filed a report on Form 8-K to report,
under Items 7 and 9, the Company's financial results for its first
quarter ended March 29, 2003.
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
August 5, 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: August 5, 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: August 5, 2003
/s/ Glenn L. Purple
-----------------------
Glenn L. Purple
Chief Financial Officer
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------
3.1 EDAC's Amended and Restated Articles of Incorporation (1)
3.2 EDAC's Amended and Restated By-laws (2)
10.1* Modification Agreement by and among EDAC, Apex Machine Tool
Company, Inc. ("Apex"), Gros-Ite Industries, Inc. ("Gros-Ite")
and Fleet National Bank dated April 1, 2003
10.2* Amended and Restated Note A of EDAC in favor of Fleet National
Bank dated April 1, 2003
10.3* Amended and Restated Note B of EDAC in favor of Fleet National
Bank dated April 1, 2003
10.4* Waiver, Consent and Amendment No. 2 to Loan and Security
Agreement by and among EDAC, Apex and General Electric Capital
Corporation dated April 1, 2003
10.5* Amended and Restated Intercreditor and Subordination Agreement by
and among EDAC, Apex, Gros-Ite, Fleet National Bank, Corsair
Special Situations Fund, L.P. and General Electric Capital
Corporation dated April 1, 2003
10.6* Amendment No. 3 to Loan and Security Agreement by and between
EDAC and General Electric Capital Corporation dated June 25, 2003
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
(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.
* Filed herewith.