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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 April 3, 2004
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 Rule 12b-2 of the Exchange Act). Yes[ ] No [X].
APPLICABLE ONLY TO CORPORATE ISSUERS:
On April 23, 2004 there were outstanding 4,444,438 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
April 3, January 3,
2004 2004
(Unaudited) (Note)
----------- -----------
ASSETS
CURRENT ASSETS:
Cash $ 257,340 $ 94,151
Trade accounts receivable, net 4,841,061 3,154,498
Inventories, net 5,091,170 4,611,253
Prepaid expenses and other 326,306 60,424
----------- -----------
TOTAL CURRENT ASSETS 10,515,877 7,920,326
----------- -----------
PROPERTY, PLANT, AND EQUIPMENT 25,562,514 25,485,628
less-accumulated depreciation 16,002,221 15,542,501
----------- -----------
9,560,293 9,943,127
----------- -----------
OTHER ASSETS:
Deferred income taxes 258,608 258,608
Other 65,748 43,751
----------- -----------
$20,400,526 $18,165,812
=========== ===========
Note: The balance sheet at January 3, 2004 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
April 3, January 3,
2004 2004
(Unaudited) (Note)
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit $ 4,163,827 $ 2,550,832
Current portion of long-term debt 2,651,568 2,254,142
Trade accounts payable 3,294,723 2,098,415
Accrued employee compensation
and amounts withheld 941,409 972,630
Other accrued expenses 533,510 412,201
Customer advances 26,695 77,138
Deferred income taxes 258,959 258,959
------------ ------------
TOTAL CURRENT LIABILITIES 11,870,691 8,624,317
------------ ------------
LONG-TERM DEBT,
less current portion 4,370,792 5,671,190
------------ ------------
OTHER LONG-TERM LIABILITIES 1,125,063 1,125,063
------------ ------------
SHAREHOLDERS' EQUITY:
Common stock, par value $.0025 per
share; 10,000,000 shares authorized;
4,444,438 shares issued 11,111 11,111
Additional paid-in capital 9,377,508 9,377,508
Accumulated deficit (4,855,271) (5,144,009)
------------ ------------
4,533,348 4,244,610
Less: accumulated other
comprehensive loss 1,499,203 1,499,203
treasury stock, 235 shares 165 165
------------ ------------
3,033,980 2,745,242
------------ ------------
$ 20,400,526 $ 18,165,812
============ ============
Note: The balance sheet at January 3, 2004 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 quarter ended
---------------------
April 3, March 29,
2004 2003
---------- ----------
Sales $7,306,493 $6,109,333
Cost of sales 6,461,993 5,731,716
---------- ----------
Gross profit 844,500 377,617
Selling, general and
administrative expenses 637,669 710,930
---------- ----------
Income (loss) from operations 206,831 (333,313)
Non-operating income (expense):
Interest expense (159,093) (169,518)
Gain on debt forgiveness 250,000 -
Other - 11,919
---------- ----------
Income (loss) before income taxes 297,738 (490,912)
Provision for income taxes 9,000 -
---------- ----------
Net income (loss) $ 288,738 $ (490,912)
========== ==========
Income (loss) per share data (Note A):
Basic income (loss) per share $ 0.06 ($ 0.11)
========== ==========
Diluted income (loss) per share $ 0.06 ($ 0.11)
========== ==========
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 quarter ended
---------------------
April 3, March 29,
2004 2003
----------- ----------
Operating Activities:
Net income (loss) $ 288,738 $ (490,912)
Depreciation and amortization 468,506 473,188
Forgiveness of debt (250,000) -
Changes in working capital items (1,196,409) (255,232)
----------- ----------
Net cash used in
operating activities (689,165) (272,956)
----------- ----------
Investing Activities:
Additions to property, plant
and equipment (76,886) (236,434)
----------- ----------
Financing Activities:
Increase in revolving
line of credit 1,612,995 943,205
Repayments of long-term debt (2,311,972) (412,552)
Borrowings on long-term debt 1,659,000 -
Deferred loan fees (30,783) -
----------- ----------
Net cash provided by
financing activities 929,240 530,653
----------- ----------
Increase in cash 163,189 21,263
Cash at beginning of period 94,151 207,501
----------- ----------
Cash at end of period $ 257,340 $ 228,764
=========== ==========
Supplemental Disclosure of
Cash Flow Information:
Interest paid $ 169,902 $ 200,646
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)
APRIL 3, 2004
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 April 3, 2004 are not necessarily
indicative of the results that may be expected for the year ending January 1,
2005. 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
January 3, 2004.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. As of April 3, 2004 and January 3, 2004, inventories
consisted of the following:
April 3, January 3,
2004 2004
----------- -----------
Raw materials $ 733,581 $ 673,774
Work-in-progress 3,056,847 2,494,102
Finished goods 1,987,599 2,143,066
----------- -----------
5,778,027 5,310,942
Reserve for excess
and obsolete (686,857) (699,689)
----------- -----------
Inventories, net $ 5,091,170 $ 4,611,253
=========== ===========
Income (loss) per share: The number of shares used in the income (loss) per
common share computations for the quarters ended April 3, 2004 and March 29,
2003 are as follows:
For the quarter ended
---------------------
April 3, March 29,
2004 2003
--------- ---------
Basic:
Average common
shares outstanding 4,444,438 4,415,960
Diluted:
Dilutive effect of
stock options 172,043 -
--------- ---------
Average common shares diluted 4,616,481 4,415,960
========= =========
Options excluded since anti-dilutive 97,000 644,200
========= =========
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 methodology prescribed by SFAS No. 123, the Company's net
income (loss) would have been adjusted to reflect the following pro forma
amounts:
For the quarter ended
---------------------
April 3, March 29,
2004 2003
--------- ----------
Income (loss):
As reported $ 288,738 ($ 490,912)
Effect of stock-based employee
compensation expense determined
under fair valuation method for all
awards, net of any related tax effects (15,538) (6,660)
--------- ----------
Pro forma $ 273,200 ($ 497,572)
========= ==========
Income (loss) per common share:
Basic:
As reported $ 0.06 ($ 0.11)
Pro forma 0.06 (0.11)
Diluted:
As reported $ 0.06 ($ 0.11)
Pro forma 0.06 (0.11)
Comprehensive Income (Loss): Comprehensive income (loss) is the same as net
income (loss) for the three month periods ended April 3, 2004 and March 29, 2003
since the valuation used in connection with determining the amount of the change
in the minimum pension liability is determined at the end of the year.
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 in 2003.
New Accounting Standards: In December 2003, the Financial Accounting Standards
Board (FASB) issued SFAS No. 132(revised 2003), "Employers Disclosures about
Pensions and Other Postretirement Benefits, an amendment of FASB Statements No.
87, 88 and 106" (FAS 132 revised 2003). FAS 132 (revised 2003) requires
disclosures about defined benefit pension plans' and other postretirement
benefit plans' assets, obligations, cash flows and net cost, and retains a
number of disclosures required by SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." The Company adopted the annual
disclosure provisions for the fiscal year ended January 3, 2004. The Company
adopted the interim disclosure provisions effective with this filing as provided
in Note D.
NOTE B -- FINANCING ARRANGEMENTS
Long-term debt consists of the following:
April 3, January 3,
2004 2004
---------- ----------
Term notes payable to primary lender
due in monthly principal installments
of $122,734 plus interest (1) $1,977,403 $2,345,605
Note payable due in monthly principal
installments of $73,611 plus
interest at 7% 450,826 682,080
Note payable to former lender (3) 750,000 1,000,000
Mortgage loan to bank due in 240 monthly
installments of $16,423 including
interest at 7.5% subject to
change every five years 1,883,531 1,901,043
Mortgage loan to bank (2) 1,659,000 -
Note payable to former shareholders of
Apex Machine Tool Company, Inc. (2) - 1,659,638
Equipment notes payable due in 36 monthly
principal payments of $700 and $674 11,645 16,467
Capitalized lease obligations 289,955 320,499
---------- ----------
7,022,360 7,925,332
Less-current portion of long-term debt 2,651,568 (2) 2,254,142
---------- ----------
$4,370,792 $5,671,190
========== ==========
(1) The Company's primary lender provides financing in the form of term loans
and a revolving line of credit limited to an amount determined by a formula
based on percentages of the Company's receivables and inventory. The interest
rates are based on the index rate (30 day dealer placed commercial paper) plus
3.75% (4.73% at April 3, 2004) for the revolving credit line and the index rate
plus 4% (4.98% at April 3, 2004) for the term loans. On January 15, 2004, the
lender amended the terms of the financing arrangement by increasing the
availability on the Company's revolving line of credit by $400,000 and changing
the fixed charge coverage ratio covenant for 2004 from 1.0 to 90% of the ratio
as projected in the Company's budget. As of April 3, 2004, the Company was in
compliance with its debt covenants. As of April 3, 2004, $4,163,827 was
outstanding on the Company's revolving line of credit and $1,108,000 was
available for additional borrowings.
(2) On March 5, 2004, a local bank refinanced the note payable to the former
shareholders of Apex Machine Tool Company Inc, paying that note in full (the
"March 2004 Refinancing"). The new mortgage loan in the amount of $1,659,000 is
secured by a mortgage on the Company's real property located in Farmington,
Connecticut, and is due in 120 monthly installments of $12,452 including
interest at 6.49% with a balloon payment due on April 1, 2014. The monthly
payment will be adjusted by the bank every 5 years to reflect interest at the
FHLBB Amortizing Advance Rate plus 2.75%. The classification of long-term debt
has been determined in the accompanying January 3, 2004 consolidated balance
sheet based on the repayment terms after consideration of the March 2004
Refinancing.
(3) On April 1, 2004, in accordance with an April 3, 2003 agreement with the
Company's former lender, the $1 million non-interest bearing note payable to the
former lender reduced to $750,000, since certain events, including a change of
control, sale of the Company or liquidation, had not occurred or been initiated
as of that date. This forgiveness of debt was recorded by the Company as a gain
in the first quarter of 2004. The note will be forgiven in its entirety on April
1, 2005 if no such events have occurred or been initiated as of that date.
NOTE C - EMPLOYMENT CONTRACT
On February 13, 2004, the Company entered into an amended and restated
employment contract with the Company's Chief Executive Officer which extended
the term of the contract through February 12, 2005.
NOTE D - PENSION PLAN EXPENSE
The following table sets forth the components of net periodic benefit cost (in
thousands):
For the quarter ended
----------------------
April 3, March 29,
2004 2003
-------- ---------
Components of net periodic benefit cost:
Interest cost $ 91 $ 90
Expected return on plan assets (70) (63)
Amortization of actuarial loss 32 38
-------- ---------
Net periodic pension expense $ 53 $ 65
======== =========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Sales. The Company's sales in the first quarter of 2004 increased $1,197,000 or
19.6% compared to the first quarter of 2003 from $6,109,000 to $7,306,000. Such
increase resulted from the following (in thousands):
For the Three Months Ended
April 3, March 29,
Product Line 2004 2003 Change
- --------------------------------- -------- --------- -------
Engineered Precision Components $ 1,129 $ 1,812 ($ 683)
Precision Engineered Technologies 685 873 (188)
Precision Large Machining 620 366 254
Apex Machine Tool 4,872 3,058 1,814
-------- --------- --------
Total $ 7,306 $ 6,109 $ 1,197
======== ========= ========
While sales in the Apex Machine Tool and Precision Large Machining product lines
increased over the first quarter of 2003, sales in all of the above product
lines increased from the fourth quarter of 2003 to the first quarter of 2004.
Sales of $7,306,000 in the first quarter of 2004 are the highest quarterly sales
for the Company since the first quarter of 2002. The sales increase in the Apex
Machine Tool group reflects increased requirements from that product line's
primary customers.
As of April 3, 2004, sales backlog was approximately $20,600,000 compared to
$18,000,000 as of January 3, 2004. 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 $11,600,000 of its April 3, 2004 backlog during the
remainder of the 2004 fiscal year. The remaining $9,000,000 of backlog is
deliverable in the fiscal year 2005 and beyond.
Cost of Sales. Cost of sales as a percentage of sales decreased to 88.4% for the
three months ended April 3, 2004 compared to 93.8% for the three months ended
March 29, 2003. This decrease was due to the Company's consolidation of its four
independent divisions into one operating entity in the first quarter of 2003,
thereby allowing the Company to reduce overhead, improve efficiencies and share
resources. The Company incurred costs associated with the consolidation of
$159,000 in the first quarter of 2003 which were included in cost of sales.
Additionally, higher sales levels in the first quarter of 2004 served to cover
fixed manufacturing costs and resulted in lower cost of sales as a percentage of
sales.
Selling, General & Administrative Expenses. Selling, general and administrative
expenses for the first quarter of 2004 decreased by $73,000 or 10.3% compared to
the first quarter of 2003. The decrease in these costs was mainly the result of
decreased professional expenses.
Interest Expense. Interest expense decreased by $10,000 or 6.1% to $159,000 for
the first quarter of 2004. This is primarily due to lower interest bearing
indebtedness in the first quarter of 2004 as compared to the first quarter of
2003.
Gain on Debt Forgiveness. The Company recorded a gain of $250,000 reflecting the
forgiveness of a portion of the non-interest bearing note with its former lender
from $1,000,000 to $750,000. This reduction was in accordance with the Company's
April 3, 2003 agreement with the former lender. (See Note B to condensed
consolidated financial statements).
Liquidity and Capital Resources.
Net cash used in operating activities of $689,000 for the three months ended
April 3, 2004, resulted primarily from increases in accounts receivable,
inventory and prepaid expenses partially offset by an increase in accounts
payable. The Company is able to borrow against the increase in eligible accounts
receivable through its revolving line of credit.
Net cash used in investing activities of $77,000 for the three months ended
April 3, 2004, consisted of expenditures for machinery and computer equipment.
Net cash provided by financing activities of $929,000 for the three months ended
April 3, 2004, 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 $273,000 for the three months ended
March 29, 2003, 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 $236,000 for the three months ended
March 29, 2003, consisted primarily 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.
On January 15, 2004, the Company's primary lender amended the Company's
revolving credit facility and term loans. Under the terms of the amended
agreement, the lender increased the availability on the Company's revolving line
of credit by $400,000 and changed the fixed charge coverage ratio covenant for
2004 from 1.0 to 90% of the ratio as projected in the Company's budget. As of
April 3, 2004, $4,163,827 was outstanding on the Company's revolving line of
credit and $1,108,000 was available for additional borrowings.
On March 5, 2004, a local bank refinanced the note payable to the former
shareholders of Apex Machine Tool Company Inc, paying that note in full (the
"March 2004 Refinancing"). The new mortgage loan, which is secured by a mortgage
on the Company's real property located in Farmington Connecticut, is due in 120
monthly installments of $12,452 including interest at 6.49% with a balloon
payment due on April 1, 2014. The monthly payment will be adjusted by the bank
every 5 years to reflect interest at the FHLBB Amortizing Advance Rate plus
2.75%. The classification of long-term debt has been determined in the
accompanying January 3, 2004 consolidated balance sheet based on the repayment
terms after consideration of the March 2004 Refinancing.
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 associated with the consolidation of
$159,000 in the first quarter of 2003, which were included in cost of sales.
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 January 3, 2004. 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 April 3, 2004 there have been no material changes in information regarding
quantitative and qualitative disclosure about market risk from the information
presented as of January 3, 2004 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 April 3, 2004 and, based on this
evaluation, 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
No changes in the Company's internal control over financial reporting occurred
during the fiscal quarter ended April 3, 2004, that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
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 Loan Agreement by and between EDAC, Apex and Banknorth N.A. dated
March 5, 2004.
10.2 Term note by and between EDAC, Apex and Banknorth N.A dated March 5,
2004.
10.3 Open-End Mortgage, Commercial Mortgage, Security Agreement and
Assignment of Leases and Rents by and between Banknorth N.A and EDAC
dated March 5, 2004.
10.4 Open-End Mortgage, Commercial Mortgage, Security Agreement and
Assignment of Leases and Rents by and between Apex and Banknorth N.A
dated March 5, 2004.
10.5 Hazardous Substance Certificate and Indemnification Agreement by and
between EDAC, Apex and Banknorth N.A. dated March 5, 2004.
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended.
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended.
32.1 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
* Incorporated by reference
(b) Reports on Form 8-K
On March 11, 2004, the Company filed a report on Form 8-K to report, under
Items 7 and 12, the Company's financial results for its fourth quarter and
year ended January 3, 2004.
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 4, 2004 By /s/ Glenn L. Purple
----------------------------------
Glenn L. Purple, Chief Financial
Officer and duly authorized 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* Loan Agreement by and between EDAC, Apex and Banknorth N.A. dated
March 5, 2004.
10.2* Term note by and between EDAC, Apex and Banknorth N.A dated March 5,
2004.
10.3* Open-End Mortgage, Commercial Mortgage, Security Agreement and
Assignment of Leases and Rents by and between Banknorth N.A and EDAC
dated March 5, 2004.
10.4* Open-End Mortgage, Commercial Mortgage, Security Agreement and
Assignment of Leases and Rents by and between Apex and Banknorth N.A
dated March 5, 2004.
10.5* Hazardous Substance Certificate and Indemnification Agreement by and
between EDAC, Apex and Banknorth N.A. dated March 5, 2004.
31.1* Certification of Chief Executive Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended.
31.2* Certification of Chief Financial Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended.
32.1* Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* 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.