1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from 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 Identification No.)
Organization)
1806 New Britain Avenue, Farmington, Connecticut 06032
- -----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860)-677-2603
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
N/A N/A
- ------------------------------ ---------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0025 par value
- -----------------------------------------------
(Title of class)
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
2
As of April 7, 2000, 4,269,080 shares OF Common Stock were outstanding, and
the aggregate market value of the Common Stock (based upon the $1.625 closing
price on that date on the OTC Bulletin Board) held by nonaffiliates (excludes
shares reported as beneficially owned by directors and officers - does not
constitute an admission as to affiliate status) was approximately $5,554,000.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Into Which Portions of
DOCUMENT Document are Incorporated
- -------- -------------------------
Annual Report to Shareholders for the
fiscal year ended January 1, 2000 Part II
Proxy Statement relating to
2000 Annual Meeting of Shareholders Part III
All statements other than historical statements contained in this report on Form
10-K or deemed to be contained herein due to incorporation by reference to a
different document 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
agreement, statements about the Company's backlog, statements about the
Company's actions 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 complete a new forbearance agreement with
its bank and the Company's ability to continue as a going concern if it is
unable to do so; the Company's ability to reduce costs; the Company's ability to
expand its customer base; the Company's ability to dispose of underutilized
assets; and the Company's continued ability to attract and retain qualified
employees. 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.
3
PART I
ITEM 1. BUSINESS.
General
Edac Technologies Corporation ("Edac" or the "Company") was formed in 1985
for the purpose of acquiring Gros-Ite Industries, Incorporated (which had three
operating divisions: Time Engineering, Gros-Ite and Spectrum). In 1988 and 1989,
Edac sold the assets of the Time Engineering and Spectrum operations. On June
29, 1998 Edac purchased certain assets and liabilities of the Apex Machine Tool
Company, Inc.
Information relating to Edac's four business segments is contained in
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" and in Note I to the Consolidated Financial Statements in Edac's 1999
Annual Report to Shareholders incorporated by reference herein.
Products
Edac currently offers design and manufacturing services for the aerospace
industry in areas such as special tooling, equipment and gauges, and components
used in the manufacture, assembly and inspection of jet engines. Edac also
specializes in the design and repair of precision spindles. Spindles are an
integral part of numerous machine tools which are found in virtually any type of
manufacturing environment.
Edac maintains manufacturing facilities with computerized, numerically
controlled machining centers, grinding, welding, and sheet metal fabrication,
painting and assembly capabilities. Items manufactured by Edac include precision
rings, and other components for jet engines, industrial spindles and specialized
machinery designed by Edac or others and other assemblies requiring close
tolerances.
Patents and Trademarks
Edac currently holds no patents or registered trademarks, tradenames or
similar intellectual property. The Company believes that the nature of its
business presently does not require the development of patentable products or
registered tradenames or trademarks to maintain market growth.
Marketing and Competition
Edac has numerous competitors both in design and manufacturing. Many of the
independent design firms with which it competes are smaller than Edac and do not
provide the variety of services that Edac provides. Edac also competes with its
customers' in-house design and technical services capabilities. Edac believes
that it is able to compete effectively with independent design firms and
in-house design staffs because of its experience and the timeliness and
competitive pricing of its services.
Many companies also compete with Edac's manufacturing operations.
4
However, Edac believes that it will be able to compete effectively with these
firms on price, ability to meet customer deadlines and the stringent quality
control standards it employs. Edac also believes that its integration of design
and manufacturing capabilities offers a competitive advantage.
Edac's manufactured products are sold primarily through individual purchase
orders on a quotation or bid basis. Its sales personnel and management maintain
contacts with purchasing sources to keep informed as to manufacturing projects
available for quotation. Edac occasionally enters into annual manufacturing
contracts on specific components.
For its fiscal years ended January 1, 2000, January 2, 1999, and December
31, 1997, approximately 52%, 51% and 68%, respectively, of Edac's sales were
sales to United Technologies Corporation
Approximately 3% of Edac's business is done on a time and material basis
based on hourly rates established annually. Most of Edac's manufacturing is done
on a firm quotation basis. Less than 10% of Edac's sales are attributable to
government contracts subject to termination or re-negotiation at the option of
the U.S. Government United Technologies Corporation annually negotiates hourly
billing rates for design work and is free to audit costs actually charged.
Backlog
Edac's backlog as of January 1, 2000, was approximately $29,800,000
compared to $36,000,000 as of January 2, 1999. Backlog consists of accepted
purchase orders that are cancelable by the customer without penalty, except for
payment of costs incurred, and may involve delivery times that extend over
periods as long as three years. Edac presently expects to complete approximately
$22,000,000 of its January 1, 2000 backlog during the 2000 fiscal year.
Employees
As of April 7, 2000, Edac had approximately 290 employees.
ITEM 2. PROPERTIES.
The properties at 1790 and 1798 New Britain Avenue were renovated in 1997
to improve production, increase capacity and improve the appearance of both the
interior and exterior. The building at 1806 New Britain Avenue was constructed
in 1995 for the Company's developing Large Machining Operation.
Square Owned or Principal
Address Feet Leased Activity
- ------- ---- ------ --------
1790 New Britain Ave. 47,000 Owned Manufacturing
Farmington, CT. 06032 * Design engineering
services
5
1798 New Britain Ave. 20,800 Owned Design and manu-
Farmington, CT. 06032 * facture of spindles
and specialized
machines
1806 New Britain Ave. 19,200 Owned Manufacturing
Farmington, CT. 06032 *
21 Spring Lane 44,000 Owned Manufacturing
Farmington, CT 06032 * Design engineering
services
1838 New Britain Ave. 3,000 Leased Warehouse
Farmington, CT. 06032 *
17 Spring Lane 7,500 Owned Rental income
Farmington, CT 06032 *
* Property subject to mortgage securing certain corporate indebtedness.
ITEM 3. LEGAL PROCEEDINGS.
Edac is not a party to any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended January 1, 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Information in response to this item is incorporated herein by reference to
"Market Information" on page 2 of Edac's 1999 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA.
Information in response to this item is incorporated herein by reference to
"Selected Financial Information" on page 3 of Edac's 1999 Annual Report to
Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Information in response to this item is incorporated herein by reference to
"Management's Discussion and Analysis of Financial
6
Condition and Results of Operations" on pages 4 through 10 of Edac's 1999
Annual Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The Company does not invest in derivative financial instruments, other
financial instruments or derivative commodity instruments. Refer to Note C to
Consolidated Financial Statements for a summary of the Company's debt
obligations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information in response to this item is incorporated herein by reference to
pages 11 through 30 of Edac's 1999 Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information in response to this item is incorporated herein by reference to
"Election of Directors" in Edac's definitive Proxy Statement for its 2000 Annual
Meeting of Shareholders ("Edac's 2000 Proxy Statement"), which will be filed
within 120 days after the end of Edac's fiscal year ended January 1, 2000.
ITEM 11. EXECUTIVE COMPENSATION.
Information in response to this item is incorporated herein by reference to
"Executive Compensation" in Edac's 2000 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information in response to this item is incorporated herein by reference to
"Principal Security Holders and Security Holdings of Management" in Edac's 2000
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information in response to this item is incorporated herein by reference to
"Certain Transactions" in Edac's 2000 Proxy Statement.
7
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K.
(a) Documents filed:
1. Financial Statements.
The financial statements required to be filed by Item 8 hereof have
been incorporated by reference to Edac's 1999 Annual Report to
Shareholders and consist of the following:
Report of Independent Public Accountants
Consolidated Statements of Operations- Years Ended January 1, 2000,
January 2, 1999 and December 31, 1997.
Consolidated Balance Sheets- As of January 1, 2000 and January 2,
1999.
Consolidated Statements of Cash Flows--Years ended January 1, 2000,
January 2, 1999 and December 31, 1997.
Consolidated Statements of Changes in Shareholders' Equity--Years
ended January 1, 2000, January 2, 1999 and December 31, 1997.
Notes to Consolidated Financial Statements.
2. Financial statement schedule.
The following financial statement schedule of Edac is included in
Item 14(d) hereof:
Report of Independent Public Accountants on Schedule
Schedule II: Valuation and qualifying accounts
All other schedules for which provisions are made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.
(b) Reports on Form 8-K
Edac did not file any reports on Form 8-K during the last quarter of
the period covered by this Form 10-K.
8
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To the Shareholders and Board of Directors of
Edac Technologies Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States the financial statements included in Edac Technologies
Corporation's annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated February 11, 2000. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule presented on Schedule II of this Form 10-K is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/s/ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 11, 2000
9
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
EDAC TECHNOLOGIES CORPORATION AND SUBSIDIARIES
- ---------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C
- ---------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
Balance at Beginning Charged to Costs Charged to Other
DESCRIPTION of Year and Expenses Accounts-Describe
- ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 1, 2000:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts $160,000 $71,959 0 (1)
Allowance for excess and obsolete
inventory and loss contracts 409,000 1,029,000 0 (3)
Reserve for certain machinery and
equipment held for sale 0 600,000 0
YEAR ENDED JANUARY 2, 1999:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts 125,000 55,657 (2) 60,000 (1)
Allowance for excess and obsolete
inventory and loss contracts 300,000 109,000 0
YEAR ENDED DECEMBER 31, 1997:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts 116,087 47,287 0 (1)
Allowance for excess and obsolete
inventory and loss contracts 1,278,804 0 0 (3)
- --------------------------------------------------------------------------------
COL. D COL. E
- --------------------------------------------------------------------------------
Deductions Balance at End
DESCRIPTION Describe of Year
- --------------------------------------------------------------------------------
YEAR ENDED JANUARY 1, 2000:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts $24,959 $207,000
Allowance for excess and obsolete
inventory and loss contracts 409,000 1,029,000
Reserve for certain machinery and
equipment held for sale 0 600,000
YEAR ENDED JANUARY 2, 1999:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts 80,657 160,000
Allowance for excess and obsolete
inventory and loss contracts 0 409,000
YEAR ENDED DECEMBER 31, 1997:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts 38,374 125,000
Allowance for excess and obsolete
inventory and loss contracts 978,804 300,000
(1) Represents write-off of specific accounts receivable.
(2) Result of Apex Machine Tool Company Inc. acquisition on June
30, 1998.
(3) Represents disposition of inventory reserved against.
10
(C) Exhibits:
See Exhibit Index included as the last part of this Report, which Index
is incorporated herein by this reference.
(d) Financial Statements and Schedules
Refer to Item 14(a) above for listing of financial statements and
schedule.
SIGNATURES
Pursuant to the requirements of section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf on April 14, 2000 by the undersigned, thereunto duly authorized.
EDAC TECHNOLOGIES CORPORATION
BY /s/ John J. DiFrancesco
--------------------------------
John J. DiFrancesco,
Chief Executive Officer
Each person whose signature appears below hereby appoints John J. DiFrancesco
and Ronald G. Popolizio, and each of them individually, his true and lawful
attorney-in-fact, with power to act with or without the other and with full
power of substitution and resubstitution, in any and all capacities, to sign any
and all amendments to the Form 10-K and file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signatures Title Date
/s/ John J. DiFrancesco Chairman of the Board April 14, 2000
- -----------------------
John J. DiFrancesco
/s/ Ronald G. Popolizio Executive Vice President April 14, 2000
- ---------------------- and Chief Financial Officer
Ronald G. Popolizio (Principal Financial and
Accounting Officer)
11
/s/ William J. Gallagher Director April 14, 2000
- ------------------------
William J. Gallagher
/s/ Robert Gilchrist Director April 14, 2000
- ------------------------
Robert Gilchrist
Director
- ------------------------
Lee Morris
/s/ Arnold Sargis Director April 14, 2000
- ------------------------
Arnold Sargis
/s/ Daniel C. Tracy Director April 13, 2000
- ------------------------
Daniel C. Tracy
/s/ Stephen G.W. Walk Director April 14, 2000
- ------------------------
Stephen G.W. Walk
12
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER PAGE NUMBER
- ------ -----------
3.1 Edac's Amended and Restated (1)
Articles of incorporation
3.2 Edac's By-Laws (5)
4.1 Edac's Amended and Restated (1)
Articles of incorporation
4.2 Sections of Edac's By-Laws (5)
10.1 Consulting Agreement between (1)
Gros-Ite and William Giannone
10.2 Gros-Ite division Pension Plan (1)
10.3 Edac Technologies Corporation (2)
Employee Stock Ownership Trust,
effective May 1, 1989
10.4 $700,000 Limited Recourse Term (2)
Promissory Note dated May 12, 1989
between the Plan and CNB
10.5 Edac Technologies Corporation (3)
1991 Stock Option Plan
10.6 $4,000,000 Term Promissory Note (4)
dated March 22, 1993 between
Edac and Shawmut
10.7 Stock Option Agreement dated (4)
January 1, 1994 between Edac and
Robert Whitty
10.8 Construction to Permanent Loan (5)
Promissory Note
10.9 Open-End Construction to Permanent (5)
Mortgage Deed
10.10 Sixth Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement
13
10.11 Modification of Construction to (5)
Permanent Loan Promissory Note
and Open-End Construction to
Permanent Mortgage Deed
10.12 Seventh Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement and
Reaffirmation of Guarantees
10.13 Eighth Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement and
Reaffirmation of Guarantees,
Modification of Notes and
Reaffirmation of Guarantees
10.14 Seventh Modification Agreement to (5)
Open-End Mortgage Deed
10.15 Second Modification of Construction (5)
to Permanent Loan Promissory Note
and Open-End construction to
Permanent Mortgage Deed
10.16 Edac Technologies Corporation (6)
1996 Stock Option Plan
10.17 Ninth Amendment to Revolving loan, (7)
Term Loan, Equipment Loan and Security
Agreement, Modification of Notes and
Reaffirmation of Guarantees
10.18 Amended and Restated Revolving Promissory (7)
Note
10.19 Equipment Promissory Note III (7)
10.20 Amended and Restated Promissory Note (7)
10.21 Eighth Modification Agreement to Open-End (7)
Mortgage Deed
10.22 Third Modification of Construction to (7)
Permanent Loan Promissory Note and Open-End
Construction to Permanent Mortgage Deed
10.23 Asset Purchase Agreement dated as of May (8)
13, 1998 by and among Edac Technologies
Corporation, Apex Acquisition Corp., Apex
Machine Tool Company, Inc., Gerald S. Biondi,
James G. Biondi and Michael Biondi.
14
10.24 Purchase Agreement dated as of May 13, 1998 by and (8)
between Edac Technologies Corporation, Gerald S.
Biondi, James G. Biondi and Michael Biondi providing
for the acquisition of the real estate located at 17
and 21 Spring Lane, Farmington, Connecticut.
10.25 Guaranty Agreement dated as of June 30, 1998 by and (8)
among Edac Technologies Corporation, as guarantor,
Apex Acquisition Corporation, Gerald S. Biondi, James
G. Biondi and Michael Biondi pursuant to which Edac
Technologies Corporation has guaranteed all of the
obligations of Apex Acquisition Corporation under the
real estate purchase agreement.
10.26 Promissory note payable by Apex Acquisition Corporation (8)
to Gerald S. Biondi, James G. Biondi and Michael Biondi
under the real estate purchase agreement.
10.27 Purchase agreement dated as of May 13, 1998 by and (8)
between Edac Technologies Corporation, Gerald S.
Biondi and James G. Biondi providing for the acquisition,
after the satisfaction of certain pre-closing conditions, by
Edac Technologies Corporation or its wholly-owned subsidiary
of the property located at 55 Spring Lane, Farmington,
Connecticut.
10.28 Eleventh Amendment to Loans and Security Agreement, (8)
Modification of Notes and Reaffirmation of Guaranties
dated as of June 30, 1998 by and among Fleet National
Bank, Edac Technologies Corporation, Gros-Ite Industries,
Inc. and Apex Acquisition Corporation.
10.29 Second Amended and Restated Promissory Note dated as (8)
of June 30, 1998 in the original principal amount of
$13 million payable by Edac Technologies Corporation
to Fleet National Bank.
10.30 Term Promissory Note dated June 30, 1998 in the (8)
principal amount of $14 million payable by Edac
Technologies Corporation to Fleet National Bank.
10.31 Fourth Modification of Construction to Permanent Loan (8)
Promissory Note and Open-End Construction to Permanent
Mortgage Deed dated as of June 30, 1998 by and among Edac
Technologies Corporation and Fleet National Bank.
10.32 Ninth Modification Agreement to Open-End Mortgage Deed (8)
dated as of June 30, 1998 by and between Edac
Technologies Corporation and Fleet National Bank.
15
10.33 Guaranty Agreement dated as of June 30, 1998 from each (8)
of Apex Acquisition Corporation and Gros-Ite Industries,
Inc. to Fleet National Bank.
10.34 Open-End Mortgage Deed, Security Agreement, Collateral (8)
Assignment of Rents and Financing Statement dated as of
June 30, 1998 by and between Edac Technologies Corporation
and Fleet National Bank.
10.35 Security Agreement dated as of June 30, 1998 by and (8)
between Apex Acquisition Corporation and Fleet
National Bank.
10.36 Hazardous Substances Indemnity Agreement dated as of (8)
June 30, 1998 by and among Edac Technologies Corporation,
Apex Acquisition Corporation, Gros-Ite Industries, Inc.
and Fleet National Bank.
10.37 Agreement Regarding Purchase Price Adjustments dated (9)
September 24, 1998 by and between Edac Technologies
Corporation, Apex Machine Tool Company, Inc., Biondi
Tool Company, Inc., Gerald S. Biondi, James G. Biondi
and Michael Biondi.
10.38 1998 Stock Option Agreement (10)
10.39 Tenth Amendment to Revolving loan, Term (10)
Loan, Equipment Loan and Security Agreement,
Modification of Notes and Reaffirmation of
Guarantees
10.40 Equipment Promissory Note IV (10)
10.41 Twelfth Amendment to Loans and Security (10)
Agreement, Modification of Notes and
Reaffirmation of Guaranties
10.42 Employment contract between Edac and (10)
Edward J. McNerney
10.43 Change of Control Agreement between Edac Technologies (11)
Corporation and Ronald G. Popolizio
10.44 Employment contract between Edac and (12)
Ronald G. Popolizio
10.45 Termination and Release Agreement between Edac (13)
and Edward J. McNerney
16
10.46 Forbearance Agreement dated as of October 29, (13)
1999 by and between Edac and Fleet National
Bank
10.47 Third Amended and Restated Revolving Promissory (13)
Note dated as of October 29, 1999 by and between
Edac and Fleet National Bank
10.48 First Amendment To Forbearance Agreement dated as
of December 30, 1999 by and between Edac and
Fleet National Bank
11 Earnings per share information has been
incorporated by reference to Edac's 1999
Annual Report to Shareholders
13 Edac's 1999 Annual Report to Shareholders
21 Subsidiaries
23 Consent of Arthur Andersen LLP,
independent public accountants
24 Power of Attorney (14)
27 Financial Data Schedule
(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 Annual Report on Form
10-K for the year ended December 31, 1989.
(3) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1991.
(4) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1993.
(5) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
(6) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
(7) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997.
17
(8) Exhibit incorporated by reference to the Company's Current Report on Form
8-K dated June 30, 1998.
(9) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 4, 1998.
(10) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended January 2, 1999.
(11) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended April 3, 1999.
(12) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999.
(13) Exhibit incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended October 2, 1999.
(14) Included as part of the signature page hereof.