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UNITED STATES
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 July 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
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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 July 26, 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
July 3, January 3,
2004 2004
(Unaudited) (Note)
------------ ------------
ASSETS
CURRENT ASSETS:
Cash $ 305,058 $ 94,151
Trade accounts receivable, net 6,129,997 3,154,498
Inventories, net 4,840,502 4,611,253
Prepaid expenses and other 282,263 60,424
------------ ------------
TOTAL CURRENT ASSETS 11,557,820 7,920,326
------------ ------------
PROPERTY, PLANT, AND EQUIPMENT 25,768,627 25,485,628
less-accumulated depreciation 16,451,940 15,542,501
------------ ------------
9,316,687 9,943,127
------------ ------------
OTHER ASSETS:
Deferred income taxes 258,608 258,608
Other 56,299 43,751
------------ ------------
$ 21,189,414 $ 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
July 3, January 3,
2004 2004
(Unaudited) (Note)
------------- ------------
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
Revolving line of credit $ 4,425,087 $ 2,550,832
Current portion of long-term debt 2,077,744 2,254,142
Trade accounts payable 3,779,466 2,098,415
Accrued employee compensation
and amounts withheld 871,223 972,630
Other accrued expenses 373,203 412,201
Customer advances 503,859 77,138
Deferred income taxes 258,959 258,959
------------- ------------
TOTAL CURRENT LIABILITIES 12,289,541 8,624,317
------------- ------------
LONG-TERM DEBT,
less current portion 4,476,799 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 (4,591,240) (5,144,009)
------------- ------------
4,797,379 4,244,610
Less: accumulated other
comprehensive loss 1,499,203 1,499,203
treasury stock, 235 shares 165 165
------------- ------------
3,298,011 2,745,242
------------- ------------
$ 21,189,414 $ 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 three months ended For the six months ended
--------------------------------- -------------------------------
July 3, June 28, July 3, June 28,
2004 2003 2004 2003
----------- ----------- ----------- -----------
Sales $8,766,891 $7,137,812 $16,073,384 $13,247,145
Cost of sales 7,697,022 6,253,856 14,159,015 11,985,572
----------- ----------- ----------- -----------
Gross profit 1,069,869 883,956 1,914,369 1,261,573
Selling, general and
administrative expenses 634,617 762,631 1,272,286 1,473,561
----------- ----------- ----------- -----------
Income (loss)
from operations 435,252 121,325 642,083 (211,988)
Non-operating income
(expense):
Gain on debt
forgiveness - - 250,000 -
Gain on debt
restructuring - 7,253,203 - 7,253,203
Interest expense (163,221) (177,415) (322,314) (346,933)
Other - 31,294 - 43,213
----------- ----------- ----------- -----------
Income before income taxes 272,031 7,228,407 569,769 6,737,495
Provision for income taxes 8,000 - 17,000 -
----------- ----------- ----------- -----------
Net income $ 264,031 $7,228,407 $ 552,769 $ 6,737,495
=========== =========== =========== ===========
Income per share data (Note A):
Basic $ 0.06 $ 1.64 $ 0.12 $ 1.53
=========== ========== =========== ==========
Diluted $ 0.06 $ 1.60 $ 0.12 $ 1.50
=========== ========== =========== ==========
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
------------------------------------
July 3, June 28,
2004 2003
----------- -----------
Operating Activities:
Net income $ 552,769 $6,737,495
Depreciation and amortization 927,674 962,722
Gain on sales of equipment - (30,942)
Forgiveness of debt (250,000) (7,253,203)
Changes in working capital items (1,459,220) (445,060)
----------- -----------
Net cash used in
operating activities (228,777) (28,988)
----------- -----------
Investing Activities:
Additions to property, plant
and equipment (92,999) (260,641)
Proceeds from sales of property,
plant and equipment - 134,123
----------- -----------
Net cash used in
investing activities (92,999) (126,518)
----------- -----------
Financing Activities:
Increase in revolving
line of credit 1,874,255 1,437,352
Repayments of long-term debt (2,969,789) (1,061,068)
Borrowings on long-term debt 1,659,000 -
Deferred loan fees (30,783) (59,065)
----------- -----------
Net cash provided by
financing activities 532,683 317,219
----------- -----------
Increase in cash 210,907 161,713
Cash at beginning of period 94,151 207,501
----------- -----------
Cash at end of period
$ 305,058 $ 369,214
=========== ===========
Supplemental Disclosure of
Cash Flow Information:
Interest paid $ 333,757 $ 362,619
Income taxes paid (refunded) 12,950 (683,025)
Non-cash transactions:
Capital lease obligation 190,000 -
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 3, 2004
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America 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 accounting
principles generally accepted in the United States of America 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 three and six months ended July 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
fiscal year ended January 3, 2004.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. As of July 3, 2004 and January 3, 2004, inventories
consisted of the following:
July 3, January 3,
2004 2004
---- ----
Raw materials $ 776,643 $ 673,774
Work-in-progress 2,692,297 2,494,102
Finished goods 2,058,419 2,143,066
---------- ----------
5,527,359 5,310,942
Reserve for excess
and obsolete (686,857) (699,689)
---------- ----------
Inventories, net $4,840,502 $4,611,253
========== ==========
Income per share: The number of shares used in the income per common share
computations for the three and six month periods ended July 3, 2004 and June 28,
2003 are as follows:
For the three months ended For the six months ended
----------------------------- ---------------------------
July 3, June 28, July 3, June 28,
2004 2003 2004 2003
---------- ---------- --------- ---------
Basic:
Average common
shares outstanding 4,444,438 4,415,803 4,444,438 4,415,881
Diluted:
Dilutive effect of
stock options 188,708 98,417 180,747 64,898
---------- ---------- --------- ---------
Average common
shares diluted 4,633,146 4,514,220 4,625,185 4,480,779
========== ========== ========= =========
Options excluded
since anti-dilutive 97,000 310,500 97,000 310,500
========== ========== ========= =========
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 would have been adjusted to reflect the following pro forma amounts:
For the three months ended For the six months ended
----------------------------- -------------------------
July 3, June 28, July 3, June 28,
2004 2003 2004 2003
-------- ---------- -------- ----------
Income:
As reported $264,031 $7,228,407 $552,769 $6,737,495
Effect of stock-based employee
compensation expense determined
under fair valuation method for
all awards, net of any
related tax effects (13,828) (5,550) (29,366) (11,100)
-------- ---------- -------- ----------
Pro forma $250,203 $7,222,857 $523,403 $6,726,395
======== ========== ======== ==========
Income per common share:
Basic:
As reported $0.06 $1.64 $0.12 $1.53
Pro forma $0.06 $1.64 $0.12 $1.52
Diluted:
As reported $0.06 $1.60 $0.12 $1.50
Pro forma $0.05 $1.60 $0.11 $1.50
Comprehensive Income: Comprehensive income is the same as net income for the
three and six month periods ended July 3, 2004 and June 28, 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.
Income taxes: Income taxes for the three and six month periods ended July 3,
2004 vary from those amounts that would be expected using statutory rates, due
to the utilization of net operating loss carry forwards.
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 in the first quarter
2004 as provided in Note C.
NOTE B -- FINANCING ARRANGEMENTS
Long-term debt consists of the following:
July 3, January 3,
2004 2004
---- ----
Term notes payable to primary lender
due in monthly principal installments
of $122,734 plus interest (1) $1,609,201 $2,345,605
Note payable due in monthly principal
installments of $73,611 plus
interest at 7% 223,481 682,080
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 1,869,906 1,901,043
Mortgage loan to bank (2) 1,648,526 -
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. 7,521 16,467
Capitalized lease obligations 445,908 320,499
---------- ----------
6,554,543 7,925,332
Less-current portion of long-term debt 2,077,744 (2) 2,254,142
---------- ----------
$4,476,799 $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% (5.08% at July 3, 2004) for the revolving credit line and the index rate
plus 4% (5.33% at July 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. On May 20, 2004, the lender again amended the
terms of the financing arrangement by increasing the availability on the
Company's revolving line of credit by an additional $340,000. As of July 3,
2004, the Company was in compliance with its debt covenants. As of July 3, 2004,
$4,425,087 was outstanding on the Company's revolving line of credit and
$1,407,000 was available for additional borrowings. The revolving credit line
and term loans mature on January 3, 2005.
(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 original 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 -- PENSION PLAN EXPENSE
The following table sets forth the components of net periodic benefit cost (in
thousands):
For the three months ended For the six months ended
--------------------------- ----------------------------
July 3, June 28, July 3, June 28,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Components of net periodic benefit cost:
Interest cost $91 $90 $182 $180
Expected return on plan assets (70) (63) (140) (126)
Amortization of actuarial loss 32 38 64 76
--- --- ---- ----
Net periodic pension expense $53 $65 $106 $130
=== === ==== ====
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Sales. The Company's sales increased $1,629,000, or 22.8%, and $2,826,000, or
21.3%, for the three and six months ended July 3, 2004, respectively, as
compared to the three and six month periods ended June 28, 2003. Sales of
$8,767,000 in the second quarter of 2004 are the highest quarterly sales for the
Company since the fourth quarter of 2001. The increase in sales was due to
increased sales to our primary machine tool and aerospace customers. Aerospace
related sales also increased by $785,000 representing revenue recognized through
July 3, 2004 for the completed contracts under an agreement reached with the
Company's largest aerospace customer (see Liquidity and Capital Resources
section).
As of July 3, 2004, sales backlog was approximately $19,800,000 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 $10,000,000 of
its July 3, 2004 backlog during the remainder of the 2004 fiscal year. The
remaining $9,800,000 of backlog is deliverable in the fiscal year 2005 and
beyond.
Cost of Sales. Cost of sales as a percentage of sales decreased to 87.8% from
88.1% and to 87.6% from 90.5% for the three and six month periods ended July 3,
2004 compared to the three and six month periods ended June 28, 2003. This
decrease was due to sales levels increasing in 2004 greater than manufacturing
costs due to the fixed element of certain manufacturing costs. Additionally, the
Company's consolidation of its four independent divisions into one operating
entity in the first quarter of 2003, allowed 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.
Selling, General & Administrative Expenses. Selling, general and administrative
expenses decreased by $128,000, or 16.8%, and by $201,000, or 13.7%, for the
three and six month periods ended July 3, 2004 compared to the three and six
month periods ended June 28, 2003. The decrease in these costs was mainly the
result of decreased professional expenses.
Interest Expense. Interest expense decreased by $14,000, or 8.0%, and by
$25,000, or 7.1%, for the three and six month periods ended July 3, 2004
compared to the three and six month periods ended June 28, 2003. This decrease
was primarily due to lower indebtedness.
Gain on Debt Forgiveness. The Company recorded a gain of $250,000 in the first
quarter of 2004 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.
In June 2004, the Company and its largest aerospace customer reached an
agreement whereby the customer would pay an advance of $1.8 million in
connection with certain contracts that had been put on hold by the customer in
2002. In the third quarter, upon receipt of the payment on July 16, 2004, the
customer took title to the related inventory and the Company recorded a
reduction to inventory of approximately $1.0 million, representing the
difference between the payment of $1.8 million and revenue recognized to date
for completed contracts of $785,000.
Net cash used in operating activities of $229,000 for the six months ended July
3, 2004, resulted primarily from increases in accounts receivable, inventories
and prepaid expenses partially offset by net income adjusted for non-cash items,
and increases in accounts payable and customer deposits. Accounts receivable
increased $2,975,000 and accounts payable increased $1,681,000 due to increased
sales and production in the quarter ended July 3, 2004, compared to the quarter
ended January 3, 2004. Customer advances increased $427,000 due to advances from
a non-aerospace customer on certain large contracts to be delivered in 2004. 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 $93,000 for the six months ended July
3, 2004, consisted of expenditures for machinery and computer equipment.
Net cash provided by financing activities of $533,000 for the six months ended
July 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 $29,000 for the six months ended June
28, 2003, resulted primarily from net income adjusted for non-cash income
related to the forgiveness of indebtedness and non-cash charges for depreciation
and amortization and increases in accounts receivable and prepaid expenses
offset by a decrease in inventories and the collection of refundable income
taxes.
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 $317,000 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.
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. On May
20, 2004, the lender again amended the terms of the financing arrangement by
increasing the availability on the Company's revolving line of credit by an
additional $340,000. As of July 3, 2004, $4,425,087 was outstanding on the
Company's revolving line of credit and $1,407,000 was available for additional
borrowings. The revolving credit line and term loans mature on January 3, 2005.
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.
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 fiscal 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 July 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 July 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 July 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 4, 2004 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. 4,065,263 33,348
John Moses 3,527,155 571,456
Dominick A. Pagano 3,537,110 561,501
Stephen J. Raffay 2,919,209 1,179,402
Ross C. Towne 4,094,979 3,632
Daniel C. Tracy 3,375,337 723,274
At the same meeting the appointment of Carlin, Charron & Rosen LLP as auditors
for the Company for the fiscal year ending January 1, 2005 was ratified with a
vote of 4,093,223 for, 3,720 against and 1,668 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 Consent and Amendment No. 5 to Loan and Security Agreement by
and between EDAC and General Electric Capital Corporation
dated May 20, 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 May 5, 2004, the Company filed a report on Form 8-K to report, under
Items 7 and 12, the Company's financial results for its first quarter
ended April 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
August 3, 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* Consent and Amendment No. 5 to Loan and Security Agreement by (3)
and between EDAC and General Electric Capital Corporation
dated May 20, 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.
(3) Confidential treatment requested as to certain portions.
* Filed herewith.