EDAC Technologies (EDAC) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

EDAC TECHNOLOGIES CORPORATION
Unaudited PRO-FORMA STATEMENT of OPERATIONS
For the Fiscal Year Ended January 3, 2009

Introduction

     On May 27, 2009, EDAC Technologies Corporation (“EDAC”) acquired certain assets and assumed certain liabilities of the MTU Aero North America, Inc. – Manufacturing Business Unit. The purchase price of $9.5 million was funded by a 5-year term note in the amount of $4,360,000 and a 10-year mortgage in the amount of $2,640,000. EDAC fixed the interest rates at 5.8% and 6.1% for the term note and mortgage, respectively. EDAC also issued a $2.5 million secured promissory note to the seller, due on May 27, 2012, with interest payable quarterly at 5% per annum. EDAC determined the purchase to be a bargain purchase as defined within Statement of Financial Accounting Standards No. 141(R), “Business Combinations”, as the net fair value of the assets acquired and liabilities assumed exceeded the purchase price. As a result, based on the preliminary information available, EDAC has recognized a gain of $11.7 million, after acquisition expenses, as a result of the bargain purchase.

     The unaudited pro forma financial statements include all material pro forma adjustments necessary for their preparation, as required by Article 11 of Regulation S-X and, accordingly, do not assume any benefits from cost savings or synergies of operations of the combined company.

     The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The unaudited pro forma financial statements do not purport to represent what EDAC’s financial condition or results of operations would actually have been had these transactions in fact occurred as of the dates indicated above or to project EDAC’s results of operations for the period indicated or for any other period.

	FISCAL YEAR
	EDAC			AERO			Pro-Forma
	2008			2008			Adjustments			Pro Forma
Sales	$	44,676,668		$	20,617,257		$ (1)	(186,283	)	$	65,107,642
							(1)	(186,283	)
Cost of Sales		38,804,956			22,991,503		(2)	(1,157,280	)		60,452,896
Gross Profit		5,871,712			(2,374,246	)		1,157,280			4,654,746
Selling, General and Administrative Expenses		3,491,820			3,156,301						6,648,121
Income (Loss) from Operations		2,379,892			(5,530,547	)		1,157,280			(1,993,375	)
Non-Operating Income (Expense):
Interest Expense		(630,913	)		(525,389	)	(3)	(529,000	)		(1,685,302	)
Other		72,665			334,620						407,285
Income (Loss) before Provision For (Benefit from) Income Taxes		1,821,644			(5,721,316	)		628,280			(3,271,392	)
Provision (Benefit) for Income Taxes		683,286			—		(4)	(1,910,058	)		(1,226,772	)
Net Income (Loss)	$	1,138,358		$	(5,721,316	)	$	2,538,338		$	(2,044,620	)
Basic Income (Loss) Per Common Share:	$	0.24								$	(0.43	)
Diluted Income (Loss) Per Common Share:	$	0.23								$	(0.43	)

EDAC TECHNOLOGIES CORPORATION
UNAUDITED PRO-FORMA STATEMENT of OPERATIONS
For the Three Months Ended April 4, 2009

	Historical						Adjustments			Total
				AERO			Pro-Forma			Pro-Forma
	EDAC			ACTUAL			Adjustments			Total
Sales	$	9,583,775		$	5,854,429	(1)	$	(26,856	)	$	15,411,348
Cost of Sales		8,503,339			5,191,409	(1)		(26,856	)		13,667,892
Gross Profit		1,080,436			663,020			—			1,743,456
Selling, General, and Administrative Expenses		861,256			588,226						1,449,482
Income from Operations		219,180			74,794			—			293,974
Non-Operating Income/(Expense):
Interest Expense		(139,842	)		(92,113)	(3)		(135,250	)		(367,205	)
Other		6,875			292,081						298,956
Income Loss before Provision For (Benefit from) Income taxes		86,213			274,762			(135,250	)		225,725
Provision for (benefit from) income taxes		29,800			—	(4)		46,043			75,843
Net Income (Loss)	$	56,413		$	274,762		$	(181,293	)	$	149,882
Basic Income per Common Share:	$	0.01								$	0.03
Diluted Income per Common share:	$	0.01								$	0.03

EDAC TECHNOLOGIES CORPORATION
Unaudited Pro-Forma Consolidated Balance Sheet
As of April 4, 2009

	Historical					Consolidated
	EDAC		AERO			Adjustments			Pro-Forma
ASSETS
CURRENT ASSETS:
Cash	$	657,791	$	220,507	(7)	$	(220,507	)	$	657,791
Accounts receivable (net of allowance for for doubtful accounts)		7,107,831		3,688,061	(5)		(26,856	)		10,769,036
Inventories, net		9,130,132		9,641,949						18,772,081
Prepaid expenses and other current assets		227,200		292,446						519,646
Refundable income taxes		161,708								161,708
Deferred income taxes		983,298								983,298
Total current assets		18,267,960		13,842,963			(247,363	)		31,863,560
PROPERTY, PLANT AND EQUIPMENT, at cost:		35,423,794		29,130,922	(6)		(17,237,636	)		47,317,080
Less: accumulated depreciation		24,329,100		19,687,328	(6)		(19,687,328	)		24,329,100
		11,094,694		9,443,594	(6)		2,449,692			22,987,980
DEFERRED INCOME TAXES		95,971								95,971
OTHER ASSETS:
Other		37,127								37,127
Deposits on machinery		1,754,800								1,754,800
		1,791,927		—			—			1,791,927
TOTAL ASSETS	$	31,250,552	$	23,286,557		$	2,202,329		$	56,739,438
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Equipment line of credit	$	2,448,490	$			$			$	2,448,490
Current portion of long-term debt		2,110,318								2,110,318
Trade accounts payable		2,816,566		2,621,088	(5)		(26,856	)		5,410,798
Employee compensation and amounts withheld		1,264,594								1,264,594
Accrued expenses		341,646		2,767,089						3,108,735
Customer advances		289,747		461,120						750,867
Due to MTU Munich		—		17,420,373	(7)		(17,420,373	)		—
Total current liabilities		9,271,361		23,269,670			(17,447,229	)		15,093,802
LONG-TERM DEBT, less current portion		4,503,139			(8)		9,500,000			14,003,139
OTHER LIABILITIES		1,698,233								1,698,233
COMMITMENTS AND CONTINGENCIES		—		—						—
SHAREHOLDERS’ EQUITY:
Common Stock		12,063								12,063
Additional paid-in capital		10,989,549								10,989,549
Retained earnings		7,215,013		16,887	(9)		10,149,558			17,381,458
		18,216,625		16,887			10,149,558			28,383,070
Less: accumulated other comprehensive loss		2,438,806								2,438,806
Total shareholders’ equity		15,777,819		16,887			10,149,558			25,944,264
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	31,250,552	$	23,286,557		$	2,202,329		$	56,739,438

EDAC Technologies Corporation
Notes to Unaudited Pro-Forma Financial Statements

The following numbered notes are referenced on the Unaudited Pro-Forma Balance Sheet and Statements of Operations. These unaudited pro-forma statements include historical balances for EDAC as of and for the fiscal quarter ended April 4, 2009 and for the fiscal year ended January 3, 2009 and the historical balances for AERO as of and for the quarter ended March 31, 2009 and the year ended December 31, 2008. The unaudited pro-forma financial statements are based upon the EDAC historical financial statements that were filed with the SEC in the EDAC Form 10-K on March 11, 2009, the EDAC Form 10-Q filed with the SEC on April 30, 2009, and the historical financial statements for AERO filed with the SEC in Form 8-K/A on August 12, 2009, adjusted to give effect to the following items:

1. Elimination of sales transactions between EDAC and AERO.

	Fiscal year-ended January 3, 2009		Three-months ended April 4, 2009
Sales from EDAC to AERO	$	11,217	$	2,406
Sales from AERO to EDAC		175,066		24,450
Total	$	186,283	$	26,856

2. Depreciation was recalculated as AERO’s fixed assets were adjusted to reflect fair value in association with the purchase by EDAC. The historical costs of Machinery and Equipment and Buildings and Improvements were reduced to $8,592,550 and $2,646,400, respectively. This decreased depreciation expense by $1,157,280 for the fiscal year-ended January 3, 2009.

3. Interest expense on the debt used to acquire AERO. EDAC borrowed $9.5 million in total, $7 million from their bank and $2.5 million from MTU. Interest was $529,000 and $135,250 for the fiscal year-ended January 3, 2009 and the three-month period ended April 4, 2009, respectively.

4. Consideration for income taxes utilizing the tax rate that was applicable to EDAC for each period presented. The rates used were 37.5% and 33.6% for the fiscal year-ended January 3, 2009 and the three-month period ended April 4, 2009. The tax expense (benefit) was $(1,910,058) and $46,043 for the fiscal year-ended January 3, 2009 and the three-month period ended April 4, 2009, respectively.

5. The elimination of accounts receivable and accounts payable on EDAC’s and Aero’s books of $26,856 as of April 4, 2009.

6. Aero’s property, plant and equipment, less accumulated depreciation in the net amount of $9,443,594, was stepped up to fair value of $11,893,286, by a net adjustment of $2,449,692.

7. The amounts Due to MTU Munich of $17,420,373 and Cash of $220,507 were eliminated as of April 4, 2009.

8. The debt ($9.5 million) taken on by EDAC for the purchase of AERO was added.

9. Fair value of assets and liabilities acquired and calculation of the gain on the bargain purchase as if the transaction had occurred on the pro-forma balance sheet date, are as follows:

Accounts receivable	$	3,661,205
Inventories		9,641,949
Prepaid expenses		292,446
Property, plant and equipment		11,893,286
Accounts payable		(2,594,232	)
Accrued expenses		(3,228,209	)
Total fair value		19,666,445
Purchase price		9,500,000
Gain on bargain purchase	$	10,166,445

The $10,166,445 gain on purchase price is reflected in the April 4, 2009 Balance Sheet as an adjustment of $10,149,558 to the retained earnings amount of $16,887. The gain reflected on the pro-forma balance sheet is calculated as if the transaction had occurred as of the pro-forma balance sheet date and therefore, is different than the $11.7 million gain that was realized by the Company.

The unaudited pro-forma consolidated balance sheet as of April 4, 2009 gives effect to the transactions described above as if they occurred as of that date and the unaudited consolidated statements of operations for the fiscal year ended January 3, 2009 and the three months ended April 4, 2009 give effect to the transactions described above as if they occurred at the beginning of the respective periods.